Twilight then, Twilight Now
by TornadoandTwilight
Summary: From across time, Two different ponies named Twilight are drawn into a mystery that transcends the ages. Now, they and their friends must work together to save both past and future from the a terrible threat.PLEASE review my story!
1. Chapter 1

My Little Pony: Twilight then, Twilight Now

ONE;

_then.._

Twilight Sparkle awoke as the first rays of light came through her window, the sun's beautiful morning light warming her body. Pulling herself out of bed with a yawn, she used her magic to brush her mane.

"Spike! Get up, it's morning!" But when she looked over at the baby dragon's basket, she saw he was still fast asleep.

"Poor guy, probably still tired out from Pinky Pie's party last night." Leaving the small purple dragon to snooze the morning away, Twilight Sparkle headed out of the Library and into Ponyville.

Most of the morning regulars were up and about….. Ditzy Doo delivering her mail, Mr. and Ms. Cake selling their baked goods. To her right, see could see Rarity through the Window of her dress shop, hard at work on the newest line of dresses she had promised to Hoity Toity for his Boutique in Canterlot. Off to her left, she could see the three Cutie mark crusaders running away from from an angry Daisy and Golden Harvest... no doubt having done something foolish to try to earn their Cutie marks, Twilight Sparkle thought with a smirk.

Yes… it was just another average day in Ponyville.

It was at that point that Twilight Sparkle was tackled to the ground by a rainbow-colored blur streaking out of the clouds, knocking the Unicorn Pony totally off her feet.

"Yo Twilight, what's up?" The thing that tackled her asked with a smirk.

"Hello, Rainbow dash." Twilight replied, extremely annoyed. "Where are you headed in such a hurry?"

"Awww, just gettin away from Applejack." Dash replied, picking herself up off the ground. "She wanted me to help her pick apples after she caught me sleeping in the apple trees again. Can you believe the nerve?"

"Yeah, it must be hard not having to do any work." Twilight replied sarcastically, pulling herself back up onto her hooves.

"Tell me about it!" Rainbow Dash replied, rolling her eyes. "How can I ever get time to practice for the Wonder Bolts?"

Twilight Sparkle just rolled her eyes. "Yes, I'm sure both you and Pinkie Pie would both just love live in a word where ponies don't have to work, and you can just play and run all day."

"Yeah, that'd be great, Twilight." the Blue and Rainbow Pegasus replied. "Too bad we both know it ain't ever gonna happen."

"Yep, it's definitely too bad." Twilight replied sarcastically. "Anyway, I need to be going now…. I have to go pick up some ingredients for my next potion from Zecora."

"See ya later!" Rainbow dash replied, before taking off again. Twilight just shook her head, and started on her way again. The last thing she needed was another distraction.

"Um, excuse me, Twilight?" A timid voice caught the Unicorn's attention.

"Huh? Oh, hi Fluttershy." Twilight Sparkle replied, turning to greet the yellow Pegasus. "What're you doing here?"

"I, um, well, saw you walking here, and um, was wondering if you could help me…" Fluttershy replied softly.

"Sure, but what do you need my help for?" The Unicorn pony asked, puzzled.

"Well, there was this little bird with a broken wing I was nursing back to health, that I found at the edge of the everfree forest." Fluttershy explained. "And now he really wants to get back to hiss parents, and I was wondering…. Since you were heading to the everfree forest anyway… if-"

"Say no more, Fluttershy." Twilight Sparkle said with a smile. "I would be happy to escort you and your little friend back to find his parents!"

"Oh, thank you so much, Twilight!" Fluttershy replied with a smile.

"I'd better come with ya too, sugar cube." A loud voice came from behind them.

"Aieeeee!" Both mares shrieked in unison. They spun around to see a familiar orange pony.

"Applejack! What is wrong with you?" Twilight Sparkle yelled "Why is every pony has the need to sneak up on me today?"

"Sorry Twi. Didn't mean to startle ya." She pushed her hat back with her hoof. "But ya might want at take me along if yer going back to the everfree forest. Don't want to get turned to stone again, after all"

"You just had to bring up the Cockatrice incident again, didn't you?" Twilight Sparkle replied with a groan. "Oh, all right, you can tag along, too."

The three of them immediately set off for the forest.

_now..._

Morning came early to Dream valley, as sunlight flooded the windows of the castle. Twilight's eyes flickered open as the first rays of dawn struck her. With a yawn, the pink unicorn pony rose from her bed, and readied herself to greet the day. Looking in the mirror, Twilight brushed her White and purple streaked mane, then tied a ribbon into a bow on her tail. As she trotted out of her room and down the stairs, she noticed that all of the other rooms in the Castle were vacant.

"Hm, looks like the others are already awake." Twilight thought to herself. Glory must have already lowered the drawbridge and let the others out. A sight of Contentment escaped from the young mare- it was good to be back in Dream Castle. She and several others had moved back here after the grundles had moved on. Paradise Estate had gotten far too crowded, and besides, this old castle was their home.

As she trotted outside, she heard the sound of roller skates coming up behind her. "Look out, Twilight! Here I come!" Glory zoomed quickly past , as Twilight stumbled to get out of her way. The white unicorn with the Purple mane was racing around the meadow on her two sets of roller skates again, ready to crash into anypony that happened to be in the way. Twilight really wished her over-energetic friend would slow down and think sometimes, instead of just dashing about.

Farther down the hill, Bow Tie, a blue earth pony with a pink mane full of ribbons (though all of the mares in this day and age wore at least one ribbon), played ball with the little filly, Ember.

"I got the ball, Bow Tie!" Ember giggled, sending the ball flying. "You're as slow as a sea pony on land!"

"We see about that, little one!" Bow Tie shot back, leaping high into the air, and sending the ball sailing back.

Although she was the girliest of the ponies present, Bow Tie was also the best runner and jumper out of all of them. They were so wrapped up in their game, that the pink unicorn simply trotted past without being noticed. It was then Twilight heard two voices yelling overhead.

"Hey, watch this Medley! I'm gonna do a Sonic Rainboom!" A Pink Pegasus yelled out defiantly.

"No, don't Firefly! It's too dangerous to try a stunt like that!" A nervous, stuttering green winged pony replied.

Twilight looked up to see the brave and overconfident Firefly soaring downward, trying to perform an ancient maneuver perfected by the Pegasus of ages past. And as usual, the timid and ever worrying Medley was trying to talk her out of it. As usual, the attempt ended with the foolhardy Pegasus crashing into the water, giggling as two of the other ponies pulled her out.

Watching them, Twilight just sighed. Running and playing, flying around and having fun….. Outside of taking care of their homes and families, that's all most ponies ever did in this day and age. Things like jobs, currency, and money belonged to a distant, near forgotten past in Ponyland's history. Sitting down on a hill over looking the castle, twilight opened her favorite book, and once again began to read about those long forgotten days.

The age of Equestria…. A long-lost, magical time…. when the Pegasus controlled the weather, and moved the clouds to create storms and make rainbows. When ponies cared for the animals, guiding the birds home for spring, and waking bears up from hibernation. And where the changing of the seasons was the Pony's responsibility. Then Ponies had a reason to be active in the world…. They had purpose! But now, the weather and the seasons operated on their own, and the animals take care of themselves. The ponies have been left to their own devices, and it seemed the glory days of Ponyland were long behind it

"Whatcha doin, Twilight?" A voice called out breaking her concentration. "Reading one of your dusty old books again?"

Startled by the voice from behind her, Twilight let out a squeak as she spun around.

"Oh! Hi, Applejack." The Pink Unicorn replied, regaining her composure. "Yes, I was just reading another book about the age of Equestria."

Applejack just shook her head "Twi, when are you going to get your head out of the clouds, and start living in the present?"

One of Twilight's oldest friends, The orange earth pony with the golden mane was the most down to earth and practical mare in all of Dream valley. As her apple cutie mark showed, she had a talent for caring for the Apple trees that surrounded Dream Castle. Unfortunately, along with that work ethic, Applejack was also one of the clumsiest ponies in the valley... Always stumbling over fences and gates, and falling on her face.

"I'm sorry, Applejack." Twilight replied. "It's just…. Don't you wonder about a time when ponies actually lived in towns like humans, and Princess Celestia raised the sun every day?"

"That time's long gone, Twi." Applejack replied sadly. "And Ponyland has become a much more dangerous place since then."

Twilight frowned, realizing her friend was right. The age of Equestria had ended with the death of Princess Celestia . In the ages since, many new races and creatures had entered and settled in Ponyland… and not all of them friendly. With dangerous enemies such the dark lord Tirek and Katrina around, Pony society had turned somewhat feudal.

Now, the ponies no longer dwelled in cities (with the sole exception of the well-fortified earth Pony town, Bright Valley.) but for their own protection lived communally on large manorial holdings, like Dream Castle and Paradise estate. And while all of Ponyland had once been united as the kingdom of Equestria, it was now divided up among local rulers, such as Queen Rosedust of the flutter ponies, and Queen Majesty, ruler of Dream Valley.

"But…. What caused things to end up like this? Why do we live in such dangerous times?" Twilight closed her book, and stood up. "I want to know, AJ, and I'm going to find out!"

As she ran back to the castle, a worried look spread across Applejack's face. "What're you planning to do?"

Twilight spun around and replied. "North Star told me she found the ruins of a Equestrian town called Ponyville near here, during her last expedition. Get the girls together, AJ…. And Send Firefly over the rainbow to fetch Megan. I want to go check it out!"

"Wait a minute now!" Applejack replied, Startled. "Are you sure we should go and do something impulsive like this? Maybe we should go back into the castle, and ask Queen Majesty for permission first."

"Oh, you're such a silly pony, Applejack!" Twilight laughed. "That's just what I was about to do! I'm sure Majesty will grant us the royal permission!"

"I hope you know what your doing, Twi." The orange earth pony muttered softly, as Twilight ran inside. "Because you may not like what you find…."


	2. Chapter 2

TWO;

_Then..._

"Girls, I don't like this one little bit. This place is even creepier than usual."

"Aw yer just imagining things, sugar cube. Y'all have nothing at be afraid of."

Twilight Sparkle, Applejack, and Fluttershy had entered the Everfree Forest to visit Zecora, and return a baby bird to it's mother. At first, the place seemed as normal as it ever did. But the farther they went in, the more and more foreboding that the forest seemed to grow.

As the three ponies trotted their way through the endless sea of trees, everything seemed unnaturally quiet. It was almost as if all the life in the forest around them had been sucked out of it. No wind blew through the trees, and no animals could be heard for miles.

"Normally I'd agree with you, Applejack." Twilight Sparkle replied nervously. "But this time Fluttershy is right. This is unnaturally quiet, even for the everfree forest."

The little bird Fluttershy had brought with her- a baby blue jay- hid in the yellow Pegasus's mane, shivering in fear. Fluttershy herself was shivering as well, barely able to continue to move forward. The other two ponies did their best to urge her forward.

"Don't worry, Fluttershy, we're right here." She then whispered over to Twilight Sparkle. "Would y'all just try not tah say anythin' ta set her off Twi, please?"

"Sorry, AJ, I wasn't thinking." Twilight Sparkle whispered back. "It's just this all this creepiness is really getting to me."

It was then that what looked like a green mist seemed to fill the air all around them. Suddenly, all three ponies felt as if they were unable to move, frozen in place as if by some magical spell. Fluttershy tried to whimper, and Twilight Sparkle tried to cry out, but even their mouths and vocal chords would not obey them.

It was at that point that three translucent, ghost-like ponies…. One green Pegasus, one pink unicorn, and one yellow earth pony began to approach. Their steps made no sound, and they seemed to flicker in and out of existence.

The three frozen ponies hearts began to race, terrified at the sight of the three ethereal specters approaching them. Suddenly, the three of them could hear whispers on the wind.

"Glad we….here….nyville rui….earby."

"Too bad….. Megan…. ouldn't join us….today."

"We…eed to….areful….Strydon nest…. Near…"

The three ghosts didn't even seem to notice the three frozen ponies, and came closer and closer …. until they passed right though three frightened mares. Then, the terrifying specters quickly vanished as mysteriously as they had come.

Twilight Sparkle, Applejack and Fluttershy suddenly found they could move again. The three stared at each other for a few seconds in shock, before all three reacting in unision to what they had just seen…..

"Yahhhhhhhhhhhhhhhhhh!"

Three mares, scared out of their wits, ran as fast as their legs would carry them.

...

It was quite a surprise to Zecora when three screaming ponies raced up to her door, flung it open, and ran inside. It took nearly five minutes to get them to stop screaming, and another five to let them catch their breaths. Finally, The Zebra alchemist was gradually able to get their story out of them.

"So not let me see if I get this straight." Zecora asked, in her usual manner. "You saw three ghastly specters, then ran to my gate?"

"Yes, that pretty much covers it." Twilight Sparkle replied, sipping some tea Zecora gave her to calm her nerves. "I never really wanted to believe in things like ghosts, but after what I've seen tonight….."

"Ah never seen spooks before, Zecora," Applejack said, still shivering. "An' after tonight, ah never wanna see them again."

Flluttershy was still whimpering incoherently. Zecora took the little bird from her.

"Worry not about the little one, my Pegasus friend." The Zebra said with a Smile. "I will see him to his parents, with his wing on the mend."

Fluttershy nodded weakly, thanking Zecora. The Zebra then looked at all the ponies, and Spoke.

"I believe what you saw was not a ghost….. But something else you ponies should surely fear most."

"So… those weren't ghosts?" Twilight sparkle asked, confused.

"It is said these woods show visions that leave folk aghast." Zecora replied. "Giving ponies the sight of both future and past."

"So we could've been lookin at the future…..or the past?" Applejack said in Awe. "But why'd we see it?"

"This forest was once the home of the Princess Celestia and princess Luna…. The ruins of their palace, where we found the elements of harmony, are at the very center." Twilight sparkle replied. "It is still strong with the sister's magic…. And what we saw could've seen a warning about something from the past."

"I think it's from the future, Twilight." Fluttershy said softly, finally speaking up.

"Oh Fluttershy." Twilight replied. "Why do you say that?"

"Because one of those Ghosts…. If I didn't know better… I'd say it looked exactly like Applejack without her hat…."

_Now….._

"So you want my permission to go to the Ponyland ruins, do you?"

Queen Majesty was seated on her throne in Dream Castle, staring down at Twilight. The Queen of the Ponies of Dream Valley, she was a white Unicorn with Blue hair with a white streak going through it, and five glittering blue flowers as her cutie mark. She wore a Golden-yellow crown, and a set of four golden horseshoes. She was considered to be a kind and just ruler by the dream valley ponies, she was a descendant of the ancient unicorn royalty that predated Equestria itself. As she sipped from one of her crystal goblets, she listened to Twilight's request.

"Yes your majesty." Twilight replied respectfully. "I believe the ruins may hold some clues as to what cataclysm destroyed the Equestrian civilization five centuries ago."

"Our records from that period are sketchy." Majesty considered. "But you are talking about disturbing a scared place, the ruins in which our ancestors lived before this dark age began."

"Such ruins have been used by our people before, my queen." Twilight argued. "Was not your very own Dream castle rebuilt over the ruins of the palace of the Two Sisters?"

"Yes, Dream Castle…a castle that some my subjects freely gave away to the Grundles while I was away on a diplomatic visit. I had to pay those creatures off with a quarter of the royal treasury to get my home back!" Majesty scowled.

Twilight looked away sadly. The Queen quickly apologized to her subject."Oh, I'm sorry Twilight, I know you weren't there when they pulled that stunt and moved to Paradise Estate. Of course I grant you leave to search through the ruins."

Twilight grew excited again. "Thank you, your majesty! You won't regret it!" She bowed quickly and galloped out of the room.

Queen Majesty smiled. Once again she was reassured of her decision three years ago, to make Twilight her court Sorceress and second in command at Dream Castle. A direct descendant of Twilight Sparkle, the greatest pupil of Princess Celestia in the waning days of the Esquestria civilization, Twilight had handled herself well as the leader of the Castle's ponies during the Tirek crisis. Although her magic was still weak, the Moochick, dream Valley's resident wizard, was teaching her new spells every day. Majesty was certain that with the proper training, Twilight could become an even greater Mage than her ancestor ever was.

"She okayed our Journey!" Twilight yelled, galloping into Applejack's orchard outside the palace. "Applejack, we're going to Ponyville!"

"Yeah, yeah….that's great Twilight." Applejack replied in a tone that deflated Twilight's enthusiasm. "Listen, Twi…. The Big Brother Ponies annual around the world race will be ending soon…. The males will only be back here in Ponyland for a month before heading off again, leaving us mares run Pony society, as always. Don't you want to stay here and see Tornado? I know that windy bookworm really wants to sit and read books with you again!"

Twilight did her best to cover up her blush. "And I know you can't wait to see Lightning again! Why are you trying to get out of going to the Ruins, AJ?"

Applejack just Scowled. "It's nothing, Twi…. Ah'll go and get the girls, and we can head for the ruins as soon as their ready."

As the frustrated Applejack trotted off, Twilight could've sworn she had heard her friends voice slip into what Megan would call a 'southern accent' for a minute or two, before returning to her normal nasally-sounding voice .

"Huh, I must be hearing things." The pink unicorn thought to herself.

...

Canterlot…. Once capital of the Kingdom of Equestria….a place of art, learning, magic and culture….a beacon of hope and light for all of Ponys everywhere…. Had long been abandoned by Ponykind. Evil now dwelled there… Diamond Dogs, Trolls, and Goblins now infested it's homes and shops, dwelling in the ruins of a civilization greater than any they could build. Deep beneath the ground, lava demons churned the magma, creating boiling hot pools, and a moat of lava surrounding the city. In the skies overheard, Dark Dragons called Strydons patrolled the skies, ready to incinerate any intruders who approached. Inside the Castle itself lived the dark master of all these monsters, the most powerful creature in all of Ponyland. The dark one plotted his revenge against those who had defied his malevolent will.

Those accursed ponies! They and their human wench had nearly killed him with that infernal rainbow of light! But he had survived the destruction of his chariot of night, and it had taken him an entire year to collect enough hate, suffering, and negative emotions in pony land to re-create the rainbow of darkness. He had taken refuge here, in the castle that had once been the ponies capital millennia ago, and had surrounded himself with many the ponies had defeated…. His rainbow of darkness restoring the hate of many of those the ponies had 'turned good'. They were willing and eager to aid him in destroying the ponies…. And sealing pony land forever in a night that never ends!

As he was contemplating this, his second in command, the cat-woman sorceress Katrina, burst into his chamber. "My lord! A group of Ponies have left Dream Valley, and are headed for the ruins in the valley below!"

The Dark figure on the throne scowled at her. "Aren't you forgetting something, Katrina?"

Looking up in fear, she kneeled before him. A once powerful mage, Katrina had herself been beaten and humiliated by these ponies, and wanted her revenge, as well.

"That's better." Katrina wasn't much of a replacement for Scorpan, his last second in command, (who had returned to human form, and now ruled his own kingdom in Ponyland), but at least she was loyal.

"Excellent! Send a Squad of Troggles and Strydons out to greet them, at once!" The evil one said with a dark smile.

"Yes master, as you wish." She replied, bowing and leaving.

As she left, Tirek, master of the rainbow of darkness, merely looked on, staring into the shadows, as the bag that lay beside his throne throbbed like a beating heart…..


	3. Chapter 3

THREE;

_Then..._

After thanking Zecora, the three ponies quickly made their way back towards Ponyville. A return trip that, compared to the journey in, was remarkably without incident. They finally reached the outskirts of town as the sun was beginning to set.

"What d' we do now, Twi?" Applejack asked her unicorn friend.

"You girls had better head for home." Twilight Sparkle told Applejack and Fluttershy. "I'll do some research on the everfree forest, and see if I can determine what those mysterious apparitions were."

"Ok Twilight." Fluttershy said nervously, slowly walking towards home. "See you tomorrow."

"Good Luck, Sugar Cube." Applejack added, turning towards the direction of sweet apple acres. "If ya need anything, just call."

"Thanks, AJ." Twilight replied. "Have a good night."

The Purple Unicorn ran back to her library, and began pouring over every book she could find on the everfree forest. As she scoured the bookshelves, a small purple dragon walked up behind her.

"Twilight! Where the heck have you been all day?" Spike asked in a worried tone. "I woke up late this morning, and you were gone! What happened?"

"Not now, Spike!" Twilight Sparkle replied, still digging through the shelves. "I need to find a book about prophetic visions in the everfree forest."

"Whoa" Spike said, as he joined the Unicorn pony in searching the Shelves. "Something big must've happened out there in the forest."

They tore the bookshelves apart from one end to the other, but there seemed to be no book on everfree forest visions. It was just by chance that a book fell off the final shelf as Spike was digging through it.

"Equestrian Prophecies. Huh" Twilight Sparkle said in surprise. "Not what I was looking for, but related. Maybe this has what I'm looking for in it."

As she looked through the book's pages, the Unicorn read prophecies on everything from joyous return of Princess Luna, to the Final defeat of the god of chaos, Discord. But deep within the books pages, tucked away between weather predictions and Pony horoscopes, was a foretelling that chilled Twilight Sparkle to her core...

_And it shall come to pass, that when the bows of light and darkness are born, the child of shadow shall fall into darkness. The Princess of the sun shall fall by his hand, and the golden age of Equestria shall descend into a night that never ends. Only the two Twilights can hold back the night for a time, giving the flame of hope a chance to spring forth anew._

Twilight Sparkle's mind began to race, as she thought about the vision she had seen in the forest. That Pink Unicorn in the vision, with nine glittering stars as her cutie mark... she came from a different time... and she resembled some of the members of Twilight Sparkle's family. Could this mysterious pony be some kind of ancestor of hers?

Or maybe... a descendant?

The wheels of Logic and common sense began to turn in Twilight Sparkle's head. If she was a relative, this other Twilight, and the prophecy was about current events, then it would be up to the two of them to save Equestria from whatever evil the prophecy spoke of. She needed to get a message to Princess Celestia at once.

"Spike, Take down a letter." But as the baby dragon picked up his pen and quill, a thought struck Twilight. She decided she would not only send a letter to the princess, but also to this other pony of whom the prophecy spoke of.

"Hold on a second, Spike." The Unicorn said thoughtfully. "Before you take down my two letters, open that secret trap door we found below the tree first..."

...

The Capitol city of Canterlot was a bustling, busy place. No matter the time of day, there were ponies trotting up and down the streets, going about their business as usual. Within the Royal Palace, the court of Princess Celestia came alive during the light of day. Courtiers, lobbyists, and foreign diplomats sought favors and the passage of laws that benefited them, or the ponies they represented. Politics was Celestia's arena, and she reveled in it.

The Night, however, was different. Since her return, Princess Luna's court was filled with poets, artists, writers, and other ponies of a creative bent. Those who had been shunned by Celestia's political bureaucracy, found a place for themselves in the court of the forgotten younger sister. The Young Princess, neglected in the older days by a ponydom that slept through her beautiful night, eagerly accepted the attention of these who would be her courtiers, and lavished them with Royal favors and patronage.

Besides the artists, there were also magicians and scientists, as well. Those who had ideas that were deemed too impractical and implausible by Celestia, found funding and support from her younger sister, who was just glad to have their attention, adoration, and respect. Under the light of her throne room's lanterns, they made their weekly progress reports to the Princess of Night.

"As you can see, Princess Luna, we have completed our blueprints for the memorial palace." A pony architect told Luna. "To be built from the remains of you and your sisters old castle."

"An excellent design, our servant." Luna said, looking over the plans. "This Dream Castle will be a reminder of all of our Sister and our's hopes and dreams for Equestria and our subjects."

"And it will be an excellent Public works project, princess." The architect added. "To employ many Ponies in these tough economic times."

Nodding, Luna motioned him away. "Unicorn pony wizards... give us thy progress reports on the Transformation spells thou were working on."

Two unicorns, wearing the star-covered cloaks of wizards, motioned for a large tank of water to be brought in. As Luna looked down into the water curiously, two white ponies and a blue pony suddenly popped up from below the surface of the water. The Princess was shocked by the fact the two ponies had no hooves, but instead had fins.

"Shooby doo, shoop shooby do." The Aquatic ponies said in unison, bowing their heads to the princess.

"We call them sea Ponies, your majesty." One of the Unicorn ponies told her. "We've created a spell that can turn a pony into an equine/fish hybrid, allowing them to breathe and move freely underwater."

"Though it appears it causes the side effect... of causing the transformed ponies to develop a habit of busting into song randomly." Another Unicorn wizard added.

"This is a remarkable breakthrough." Luna told the two, staring at the sea ponies thoughtfully. "Now, pony settlement and expansion need no longer be limited to land and sky Now we may expand into the sea, as well."

"We've also been working on the flight spell, the one that gives unicorn and earth ponies butterfly-like wings for three days." One of the Unicorns added. "We've made an improved version... it makes the wings permanent, and eliminated their weakness to sun exposure."

The Two unicorns motioned for a yellow colored pony with a cloak on to come in, then suddenly pulled the cloak off. A large pair of pink, translucent butterfly-like wings unfolded from her back, dazzling everypony present with their glittering brilliance.

"These 'flutter ponies', as we call them, can fly much faster than Pegasus ponies." One of the unicorns offered. "And they can flutter their wings rapidly to create a forceful wind, and create a pollen from their wings that can stun or put living things to sleep."

"But there are drawbacks." The other unicorn added. "Their wings are still more fragile than Pegasus wings, and they tire out more quickly than Pegasus do on long flights."

"But there are areas such abilities would be useful." Luna added. "These Flutter ponies can accomplish things Pegasus ponies cannot."

The princess looked over some of the other plans her courtiers had drawn up... a plan to transfer the power of the elements of Harmony into six magic wands, so that they could be used by any pony, and even plans for a wondrous new artifact called the rainbow of light, a weapon even more powerful than all of the elements of harmony combined.

"Our sister, though we love her dearly, is a traditionalist who loathes change." Luna told the members of her court. "We are planting the seeds of a future Equestria... these plans will take centuries to put into practice. But if the shining utopia Celestia has built ever falls apart, our plans that we now put into motion will be there to build a new pony society from it's ashes."

It was at that point that a dusk colored unicorn named Midnight came before Luna's throne, bowing his head. "Your majesty, I have a presentation to make as well."

Luna nodded. "Go ahead, Midnight." One of the earliest to join her court, midnight had been one of Luna's biggest supporters, helping her to adjust to the modern world after a thousand years of imprisonment in the moon. He had been studying the energies behind the power of magic, and had apparently come to make his report.

"As you are aware, princess, many of the Unicorns in your court have been researching how emotions and emotional energies are one of the driving forces behind magic,." Midnight explained. "It is the primal force of all positive emotions that make up the plans for the rainbow of light."

Midnight then pulled out a parchment, with many arcane symbols on it. "But my research indicates that there may be an even more powerful source of magic to draw from... the power of negative emotions, such as anger, hate, and pain."

This drew a wave of disapproval from all the ponies in the court. "I do not mean we should cause suffering and pain! I would never suggest hurting any pony!" Midnight yelled in protest. "Merely draw on it's power to create a rainbow of darkness."

"What do you think it was that corrupted our beloved princess in the first place?" An obsidian colored unicorn, named Sky Runner, challenged him. "It was the very power of which you are advocating we use!"

Midnight snorted and stamped his hoof. Sky Runner had been the other pony to join Luna's court early on, another reject mage Princess Celestia had had no use for. The proposed Rainbow of light was his design, and Midnight was certain that that was the reason Sky Runner was opposing him.

That, and the fact that both of them were rivals for Princess Luna's affections.

"We only need harness the power of the rainbow of Darkness." Midnight Replied. "we need not be controlled by it."

"A pony cannot control evil, Midnight!" Sky Runner snapped

"Both of you, enough!" Luna snapped at the two Unicorns. "The morning is now coming, and the time hath now come for this court to be dismissed!" The Princess opened her wings. "We will continue this discussion... tomorrow night!"

As the princess flew off to lower the moon, the two unicorns glared at each other. Both of them knew that this was far from over...


	4. Chapter 4

Four

Now…..

It was mid afternoon as Six mares set out from Dream Castle. As they crossed the drawbridge, they could hear the thunderous roar of Fluttershy Falls cascading down the mountainside behind them, it's multicolored water flowing down into the castle's moat, then out into the Rainbow River beyond. From the mountain's peak, the rainbow bridge stretched high into the sky, disappearing into the heavens.. The bridge was Dream Valley's precious connection to the Human world…. the place where legend said the ancestors of all ponies originally came from.

"Come on, girls! Try to keep up!" Glory laughed, a spring in her step.

"We're going on an adventure! I can't believe it!" Firefly yelled, soaring overhead. "Finally, something to do besides sitting around the castle, and flying in loops all the time!"

"Do we really have to go?' Medley replied nervously, trailing behind her. "I just know something bad's gonna happen!"

"Would you stop being such a worry wart, Medley?" Bow Tie grumbled. "It's very unladylike, and it gets annoying fast!"

Behind them, Applejack looked back, staring up at the Castle Turret. From the nursery window Ember, Baby Bow Tie, Baby Firefly, and all the other foals watched them go, looks of sadness on their faces. The Orange earth pony's gaze lingered particularly long on Baby Applejack.

"She'll be fine, AJ." Twilight reassured her. "They'll all be fine. I'm sure Sundance will take good care of the colts and fillies while we are gone. "

"It's still not easy leaving for a long period of time, Twilight." Applejack replied, reluctantly following after the other five ponies. "I learned long ago not to let family slip too far away from you... or you can lose them."

"I know how you feel, though." Twilight sympathized. "I'm not exactly thrilled about leaving Ember behind."

Despite Twilight having no children of her own, Applejack realized this was true. Ember wasn't Twilight's own flesh and blood, but she had taken the young filly under her own hoof, after Ember's parents had fallen to a bunch of hungry trolls looking for a meal.

"I hope this trip is worth it, Twi. That's all I have to say." Applejack grumbled.

As they trotted though Dream Valley, they noticed the trees becoming more and more frequent, and soon came into the edges of the Mastificent Forest. The two Pegasus took turns circling overhead, keeping an eye out for any danger that may lie just out of sight.

"Think will run into any trouble out here?" Bow tie asked Glory.

"We're Still inside Dream Valley, so we should be safe." Glory replied.

"You know this whole valley used to be covered by these woods? Of course, back then it was called the Everfree forest" Twilight noted. "Our ancestors used to live in Ponyville the next valley over, until they fled to the safety of the walls of Dream Castle when the dark times began."

"Why would they just abandon their home?" Bow Tie asked sadly. "It would be simply awful if we ever had to leave Dream Valley!"

"The Arrival of the Humans and the Elves into Ponyland, pushed all the ponies of Equestria back into their fortified castles." Twilight replied. "What was once the city of Manehattan is now the capital of the Human kingdom, ruled by King Scorpan. And the abandoned Fillydelphia became the Capital of King Phillippe De Banforr, ruler of all of Ponyland's elves."

"A bunch of people who intruded where they don't belong." Applejack grumbled. "Equestria once belonged to ponies, and ponies alone."

"Applejack, how can you say that?" Firefly snapped, landing near the group as Medey took off for her turn at scouting ahead. "The Humans are dear friends of ours, and the elves were always our allies! It was the danger from the goblins and trolls and other monsters that we left the towns and cities for the Palaces!"

AppleJack just snorted angrily, and trotted ahead.

"Good grief, Twilight! What's her problem?" The Exasperated Firefly asked.

"She's always been like that, as long as I've known her." Twilight replied sadly. "Glory and I first met her about six years ago, when she just... showed up at Dream castle one day, hungry and looking for food."

"Queen Majesty insisted we take her in. But she refused to talk about her past, or where she had come from." Glory continued. "She settled into the Dream Castle community, caring for our orchard. She even married one of the Big brother ponies, and had Baby Applejack."

"But for some reason, she started to hang around me a lot, and we became close friends." Twilight Added. "When I asked her why, she said it was because I reminded her of an old friend of hers that she once knew."

"Huh, and I never knew. Remember, Medley and I only moved here from Fort Rainbow Dash three years ago." Firefly replied. "Now there's a place to go if ya want to look at ruins, Twilight! Our castle stands right next to the ruins of the old Equestrian town of Trottingham."

"Medley told me you two grew up there." Bow Tie said with a laugh. "You must've had fun time exploring those ruins as a filly."

"You bet! Medley and I use to sneak out at night to sneak around thought the old city wall." Firefly explained. "Until one time she got freaked out by a giant spider we ran into there. She's been kinda timid ever since."

"What about you, Bow Tie?" Glory asked. "Didn't you grow up in the town of Bright Valley?"

"Yeah, I'm a city girl." Bow Tie smirked. "I grew up in a town, with my family having their own house, unlike you feudal manor ponies."

"Why on earth did you leave?" Twilight inquired, curiously.

"Lets just say that thanks to an evil cloud genie named Arabus, the town suddenly became quite a gloomy place one day... while I was away on an errand." Bow Tie replied, shivering at the memory. "I came back to find my family and friends had become zombified versions of their former selves, and it was in my best interests to vacate the town as quickly as possible."

"And then you ended up at Dream Castle." Twilight replied. "Wow, it's amazing with how long we've all been friends, how little we all know about each other."

It was not long before they came to an old rickety rope bridge, that crossed the Rainbow River that wove it's way though the entire valley.

"All right girls, lets be careful. We all know what happened when we tried to cross this very bridge a year ago, during our battle with Tirek."

"Yeah, Megan and Applejack almost fell to their doom." Medley replied nervously, coming in for a landing.

"It's a shame Megan couldn't make it this time." Firefly shook her head. "She said something about 'evil math teacher' and 'study for exams."

"I think her education comes before going on adventures with us, Firefly." Twilight smiled. "Now see if you and Medley can fly Applejack across."

"Hey, I can walk across this bridge fine by myself, thank you very much." Applejack snorted.

"Just like you did last time?" Firefly replied sarcastically. "If the sea ponies hadn't been there to fish you out, you and Megan would have been clam food!"

"You can't take a step without falling into a ditch, Applejack!" Glory grumbled.

Applejack snorted again, and started to gallop over the bridge, leaping over the spots with the broken planks.

"Applejack, No!" It's too dangerous!" Medley wailed.

It was at that moment the rope snapped, and the bridge began tumbling downward.

"APPLEJACK!" Twilight yelled. all the ponies ran to the side to see the Orange earth pony on the other side of the cliff, hanging onto the broken bridge rope by her teeth.

"Applejack, Climb!" Firefly yelled. "It's too narrow for a Pegasus to fly down there!"

Twilight's horn began to glow. "I wish... I wish... I wish..." She concentrated, trying to form a bubble around AJ. Blast it, levitation spells were easy for her! But when Twilight was stressed, her unicorn magic was totally worthless!

The rope suddenly snapped, and Applejack began to Tumble downward. It was at that moment a bubble formed around the earth pony, and carried her up to the opposite cliff.

"Good going Twilight!" Firefly said with a cheer. The other four ponies congratulated her, as well.

"Thanks girls, but now's not the time!" Twilight snapped back into leader mode. "Firefly, Medley, carry us across one by one. We need to keep moving!"

Looking across the ravine at Applejack, she saw a strange look of approval in the earth pony's eye. A wave of confusion hit the young unicorn. If she didn't know better, she would think that AJ had planned this morale-boosting move for the unicorn in the first place...

...

As the group pushed on into the neighboring valley, the six of them saw a pinkish purple pony with a red and white mane, and a pair of twinkling Jeweled eyes running towards them. A very familiar figure, whom they had not seen since they had moved away from Paradise Estate, and back to the Castle.

"Galaxy! Is that you?" Twilight yelled in surprise. The two unicorns ran up, and gave each other a hug. "What on earth are you doing this far from paradise estate?"

"Hello Girls!" Galaxy replied in greeting. "North Star, Wind Whistler and I heard that you were going to investigate the ruins. So the three of us wanted to show you the excavations we've been doing there!"

"You three have been digging up the ruins?" Applejack yelled. "Without Queen Majesty's permission?" The Earth pony felt creeped out in the presence of Jewel-eyed ponies... their eerie gemstone eyes staring at her, looking glass-like instead of flesh. She felt like they were always watching her...

"Sure! The Ponyville ruins are outside of Dream Valley, aren't they?" She motion with her horn. "That's outside the Queen's Jurisdiction. Now come on, the other two are waiting!"

The six ponies then followed their unicorn friend down the path. They were so wrapped up in their journey, that they failed to notice the four Strydons, each with a Troggle riding on it's back, circling overhead. Nor did they see the monsters and their mounts silently tracking their movements from above...


	5. Chapter 5

FIVE

Then….

_Dear Princess Celestia,_

_I write to you now under the most urgent of circumstances. Much as our beloved kingdom of Equestria has been previously threatened by the returning menaces of Nightmare Moon and Discord, so I now believe a new threat now brings us to the precipice of disaster. My friends and I received a vision of another time deep within the everfree forest... a place where your and your sister's magic still runs strong. This vision, when tied with a reading from the great Equestrian book of prophecy (the page number enclosed beneath my letter) , is warning doom for the entire nation. It is my personal opinion that this matter needs your immediate attention._

_Your Student,_

_Twilight Sparkle_

After reading Twilight Sparkle's letter, and looking up the indicated prophecy, the normally serene and calm Princess Celestia began to worry. Twilight was rarely wrong about these things, and the solar princess's instincts were telling her something was indeed about to go wrong. But what was the source of this new danger? She could think of no other ancient enemy she had sealed away who was in danger of returning, and few foes outside of equestria possessed the power to be such a threat.

No, she thought to herself, this menace must come from within the kingdom, and from the present day. And there was only one place she could think of that dangerous and experimental magic was being developed and used... magical experimentation that she herself had forbidden at her own magical academy. Only one pony was supporting this 'innovative' spell work.

"Princess Luna" Celestia muttered under her breath.

...

After receiving a response from the princess, Twilight Sparkle went about gathering her five friends. They met at her library, coming as soon as they heard Princess Celestia had a mission for them.

"Thank you for coming so quickly, girls." Twilight Sparkle told them. "The Princess is counting on us to help prevent this potential crisis."

"So what's the problem this time, Twilight?" Pinky Pie asked enthusiastically. "Dragons in Phillydelphia? Pony Zombies in Trottingham?"

"Does this have to do with the visions we saw in the Everfree forest, Twi?" AppleJack asked cautiously.

"Indeed it does." Twilight Sparkle replied. "The princess had reason to believe these dire warnings may be related to one of princess Luna's royal projects she's doing on the side, and she wants the five of us to investigate."

"But wait a sec." Rainbow Dash interjected. "Didn't we turn Luna good during that whole 'Nightmare Moon' thing? Why does the Princess think it's her sister again?"

"Luna may mean well, Dash." Twilight shook her head. "But her experimentation with magic could have more dangerous consequences than even she realizes."

"Where exactly will we be going to investigate Luna's work, darling?" Rarity asked curiously.

"To the city of Tambleon." Twilight replied, opening up a map, and pointing to a city. "It's where Luna has a secret academy, where her mages work on all sorts of spells and projects for her."

"Tambleon, is it?" Rarity asked. "If we're going that far North, I'll need to find a fashionable scarf to wear."

"All right!" Rainbow Dash exclaimed excitedly. "Another chance to Save Equestria from the bad guys!"

"All right! I've heard their are some really cool party spots in Tambleon!" Pinkie yelled excitedly. "This is going to be so much fun!"

At that moment, Applejack noticed Fluttershy was sitting over in the corner, looking around fearfully.

"Y'all right, sugar cube?" AJ asked the frightened Pegasus. "You don't look so well."

"I-I'm scared, Applejack." Fluttershy replied meekly. "I don't like ghosts, and if this has anything to do with those spooks we saw in the forest..."

"Don't worry yerself none." The orange earth pony replied reassuringly. "Ah don't think we'll run into anymore spooks on this adventure."

She left out her silent fear that they might run into things far worse than ghosts...

"Ok Girls, let's meet at the edge of Town in an hour." Twilight told them. "Then we're off to Tambleon!"

...

Now...

"You ladies would not believe the progress we've been making here."

As they descended into the valley, Twilight and her friends were guided by Galaxy, the twinkle-eyed pony from paradise estate. She continued to ramble on and on about what they had found in the dig during the past few months. It wasn't long before they reached the valley floor, and not long after that they came to the first dig site. There, a blue Pegasus with pink hair was at the edge of one of the Pits, inspecting the artifacts meticulously.

"Wind Whistler!" Glory yelled in greeting. "We're so glad to see you!"

"Ah, hello my fellow mares." Wind Whistler replied, looking up. "I am pleased to gaze upon your countenances once more, as I am pleased that your life experiences have kept you safe from unnecessary harm."

"What did she say?" Glory asked, confused.

"She said she's happy to see us." Bow Tie replied.

"Oh." Glory nodded.

"Please, come this way." Wind Whistler flew down into the pit. "This was the site of an agricultural production center where they grew produce for trade and sale. This particular spot was the site of a storage facility for bovines, who would produce the liquid dairy confections the equestrian Ponies who lived here would sell at market."

"Huh?" Glory asked, confused again.

"This was the site of a farm in the Equestrian age." Bow Tie explained. "And this pit was where the barn where they kept the cows, who they got milk from."

"Oh." Glory replied. "Well why didn't she just say so?"

Turning away from the others, Twilight noticed Applejack off by herself, looking over the whole farm site. As she drew close, The pink Unicorn noticed AJ's eyes were tearing up.

"Applejack, are you all right?" Twilight asked. "You look like you're about to cry."

"Sweet Apple Acres." Applejack replied softly. "That's what this place was called."

"Why Applejack, that's entirely correct!" Wind Whistler replied, flying up next to the two other ponies. "We discovered a petrified sign buried in the soil with that very name on it. But how could you possibly know that?"

Applejack said nothing, and simply stared. She could almost picture a barn where the one pit was now, and a house where the second larger pit was, father away. She could see rows and rows of Apple trees, lovingly cared for by the Apple Family, who had once lived here. This had been a home, a place to be passed from generation to generation, keeping the Apple family tradition alive.

Now, not a single apple tree grew anywhere on the landscape, and the nutrients in the soil were long since worn out. Having been abandoned by the apple family when the dark times began, nothing but weeds had grown here since the fall of Equestria five hundred years ago.

This place had once been the prize jewel of the Apple family.

Now, it was nothing but a few dirty holes in the ground.

Soon Galaxy came trotting up. "Oh! We also found the remains of a cemetery near here, on the farm property! We excavated the graves of an old mare, a large stallion, and the grave of another mare who died probably fifty years after the first one."

"You did WHAT!" Applejack screamed, turning pale. Twilight swore her friend looked like she was about to explode.

"We excavated some long forgotten graves on an archeological site." Wind Whistler replied logically, looking over at the tarp the bones and other artifacts were laid out on. "These ponies have been dead for over a thousand years, what pony alive could possibly have know them?"

"Is nothing sacred to the Ponies of this darkened age?" Applejack cried, tears streaming down her face.

"We are treating these remains with the greatest respect." Galaxy replied defensively. "And when our research is completed, we will respectfully re-bury them with full reverence."

But Applejack had already trotted off, sobbing to herself.

"Don't worry, you girls go ahead." Bow Tie sighed. "I'll see what's bothering her."

"Please, come with me." Wind Whistler beckoned to the others. "We made the most exciting finds in the town ahead."

As they trotted towards the Ponyville ruins, Twilight almost felt like something... calling to her, beckoning her towards the town. She stopped, staring into space as a strange feeling enveloped her.

"Twilight, what is it?" Firefly asked, landing next to her. "Is something wrong?"

"Something in the ruins ahead." The Pink unicorn replied. "Calling to me..."

"I'm not exceptionally surprised to hear you say that..." Wind Whistler replied ominously. "Considering what we found in one of the excavation pits."

"Whistler, is they're something you're not telling us?" Medley asked in a worried tone.

Galaxy shook her mane. "It would be easier to show you rather than tell you."

"Then lead on." Twilight replied.

Galaxy nodded, and the five ponies walked on towards the town.


	6. Chapter 6

Six:

Then...

"Fluttershy, would you please try and keep up?"

"I-I'm sorry, Rainbow Dash. I'll try to go faster,"

Having left Ponyville several hours ago, the six mares, dressed in fur-lined parkas, were crossing the mountains to the northern country. The Purple mountains north of the capital were a cold and chilling environment; only the heartiest of Ponies lived in the chalets and mountain villages of this frozen wilderness. The six of them moved slowly across the snow-covered peaks, the two Pegasus ponies walking instead of flying, so as not to be knocked out the the sky by the harsh winds. Right about now, even the brave rainbow dash wished she were at home, in front of a fire.

"I-I- s-so c-c-c-cold my h-h-h-hoofsies are going to f-f-freeze." Pinkie Pie whimpered, through chattering teeth.

"This is just awful!" The shivering Rarity agreed. "How much farther, Twilight?"

"Try and hold it together, girls!" Twilight yelled back at the other five. "Just a few more hours, and we'll be in Tambleon!"

"Ah hope we get there soon, Twi." Applejack snorted. "Ah don't know how much longer we can last in this cold!"

"Hah-choo!" Fluttershy sneezed daintily. "This cold is giving me a cold... I don't know if I can make it, girls."

"They say this place is haunted, ya know." Rainbow Dash told Fluttershy. "That there is a strange spirit who guards these mountains called 'his elevated eminence'."

"Rainbow Dash!" Applejack snapped. "Don't start teasin her again!"

The Blue Pegasus ignored her. "Maybe he'll come after us for invading his mountains! o-o-o-o-o-h-h-h-h!"

The Frightened yellow pegasus quickly froze up, and began to whimper.

"Knock it off, Dash!" Twilight Sparkle yelled back. "Fluttershy, I've read about this spirit. The old legends say he was a a living mountain... a grump and a grouch, brought to life by discord to torment ponies who came into his domain. But the princess sisters created a mystical artifact called the heart stone, and it gave him postive emotions. Ever since then, he has protected these mountains from evil."

Fluttershy opened her eyes, and smiled. "Thank you, twilight. I think I'll be okay now. If a big, strong mountain is looking out for us, I'm sure we'll be all right."

The Purple Unicorn smiled back. "Come on girls, we'll be out of this cold, and into the warmth soon."

The six mares picked up their pace, trying to make it to the gates of Tambleon before nightfall.

...

"This is insane! Why won't she even listen to my proposals?"

Midnight was angrily pacing back and forth in his laboratory at the Luna Academy, having returned to Tambleon after speaking with the moon princess. All of his notes and spells were scattered all over the table in front of him. His assistant, a brown donkey named Bray, watched him pace from the side of the room.

"Try not to upset yourself, master." Bray whinnied reassuringly. "It's not your fault Princess Luna does not see your brilliance."

"It was that blasted Sky Runner!" Midnight snarled angrily. "His influence is blinding Luna to the value of the rainbow of darkness and it's power!"

Both Midnight and Sky Runner were the top two Unicorns at Princess Luna's court. When she was first purified of Nightmare Moon, few others trusted Luna, believing her to be a menace. The two friends, then students at Princess Celestia's school of magic, befriended her, and encouraged her to establish her own nocturnal court. After they were booted by Princess Celestia for promoting "Radical new theories and research", Luna rewarded their friendship by recruiting the two of them to be the top researchers of her new University... and two of the major ponies in her royal court.

Together, the two had come up with a spell that gave blind ponies twinkling gemstone eyes, restoring their sight. But the idea had been shelved for more research when it was discovered that the twinkle-eyed ponies would pass on the jewel eyes to their offspring, turning the creepy effect into a genetic trait. After that setback, the two had parted ways, and had gradually become rivals in the months since. Perhaps the biggest reason the two friends had drifted apart was both had begun to develop feelings beyond friendship for their benefactor... and the gossip at the royal court was that Luna was developing feelings of her own for one of the unicorns (though nopony knew which one).

"And how will you show her the benefits of your wondrous new creation." Bray inquired. "If she will not even let you demonstrate it's power?"

Midnight though for a moment... he would need a way to show Luna that he was right. It was then that a rash, bold idea crossed his mind.

"My good Bray." Midnight whispered. "Is there not a band of brigands across the border, in the Griffon Kingdom, who have been giving the Griffons no end of trouble?"

"W-why yes, master!" Bray replied, nodding excitedly. "A pack of Trollogs led by rebellious goat. Named... Gyrogar. I believe."

"And if these thieves were to say, launch a raid on Tambleon... and my wondrous creation could drive them off... would it not prove to the Princess Luna of the Rainbow of Darkness's worth?"

"Yes, master, but...how will the Gryogar be convinced to raid the city?" Bray asked. confused.

"Keep an eye on things here, my severant." Midnight replied with a grin. "I have some business up north, in the Griffon country."

...

Now...

"Tell me, Twilight." Wind Whistler asked candidly. "Have you ever heard of a unicorn named Twilight Sparkle?"

"Of course I know of her... she was a Hero of Equestria! She was the leader of the band of Ponies that defeated the menaces of Discord and Nightmare Moon!" The question surprised the pink unicorn a bit. "She was Princess Celestia's greatest student... and the ancestor of the entire Twilight clan- myself included."

"Why'd you ask about something like that?" Glory asked curiously. "Did you find something in the excavation related to her?"

As they enterd the center of what had once been Ponyville, Twilight and her friends looked around in awe. Half-toppled brick walls and roofless buildings surrounded them, and the uncovered cobblestones of what had once been main street had been uncovered during the dig. On the spots where buildings no longer stood were more pits surrounded by ladders and digging tools.

"Wow, this place is really intact, for having been abandoned 700 years ago." Firefly commented, flying around and looking at everything.

"The town continued to exist for two centuries after the fall of Equestria, though it entered a steady decline after Princess Celestia's death." Wind Whistler replied. "What you see on the surface is from that final phase of life here, when they were building houses and buildings from stone, and trying to fortify the town. The Ponyville from the time of the fall of Equestria was the layer below that."

"And the Ponyville from Twilight Sparkle's time, two centuries earlier, was two layers below that one." Galaxy added. "And it was at that Level, in the fossilized remains of a tree, that we found... this."

They held up a magically sealed and preserved box in front of Twilight, which clearly was over a millennium old.. and Bearing the crest of the house of twilight-an open book on a sign-shaped shield. Lowering her horn, Twilight used her magic to beak the seal, and opened the box with a click.

"It's... a letter..." Twili said ominously. "For me..."

"For you?" Medley asked, puzzled. "But how could anyone from the past...know you?"

"Well, lets see what this thing says." Twilight said with a laugh. The other ponies crowded around the pink Unicorn as she translated the text from the ancient tounge;

To my Descendant, whoever you may be...

I write to you from across the ages... to both greet you, and ask for your help.

I first learned of your existence though a vision in the everfree forest, where I saw a vision of you and your friends (Is that a descendant of my friend Applejack? She looks just like her...) Anyway, I believe a great threat has emerged that threatens both the would you live in, and the one I live in.

What kind of a world do you live in, I wonder? I'm sure Princess Celestia has kept Equestria in order, and that magic and technology have far advanced beyond anything I could possibly imagine. Still, I don't even know if you believe in visions anymore... but you have to trust me!

I don't know what the nature of this danger is, but I believe it may have something to do with Princess Luna. I am now on my way to the city of Tambleon to investigate a matter for my mentor, but I will try to contact you again soon. Or.. if you are somehow able to reach back through the ages, please try to contact me.

If you are of my blood, oh mare of the future, I have no doubt you will help me to save both of our worlds. I have faith that we, along with our friends, can once again pull Equestria back from the edge of disaster. If you find this letter, please help me save your Eqestria... by helping me save mine...

Kindest Regards,

Twilight Sparkle

...

Applejack was sitting on a hill, overlooking the field of muddy pits that was once Sweet Apple Acres. She just stared ahead silently, as Bow Tie trotted up and sat down beside her. Besides Twilight, Bow Tie was Applejack's closest friend, and often watched her daughter for her while she was out picking apples.

"Applejack, are you all right?" Bow Tie asked. "Look, I know you're from the Apple Clan... and seeing your ancestral home, and the bones of your ancestors dug up like that- has hurt you deeply. But don't hate Galaxy and Wind Whistler for it, they don't mean any harm."

"Those were the bones of Granny Smith, Big Macintosh, and Applebloom." Applejack whimpered, "Bow Tie, those weren't my ancestors... they were my family."

"WHAT?" Bow Tie yelled in surprise, wide eyed. "But...but Applejack! that would make you over a thousand years old!"

"One thousand and nineteen, to be exact." Applejack replied with a smirk. "Normally a mare doesn't give her age... but in my case, I don't really think it matters anymore."

"But how...?" The Blue earth pony asked, dumbfounded. "There's no way you could've lived that long!"

"Let's just say, when I was in my teens... I had magical accident that did wonders for aging." Applejack replied cryptically.

Before either pony could continue, they heard a dragon roar over their heads. They both looked up at her in horror.

"Strydons!" Bow Tie Shrieked. "And they're carrying Troggles!"

"But I thought we destroyed Tirek!" Applejack wailed. "There's no way he could've survived the Rainbow of Light's attack on his chariot!"

"Somebody forgot to tell him that!" Bow Tie yelled back. "Hurry up, Twi! We gotta get back and warn the others!"

The two earth ponies galloped quickly towards the Ponyville ruins.


	7. Chapter 7

Seven:

Then;

"So this is Tambleon, huh?" Rainbow dash asked. "Huh, it's not much bigger than ponyville."

The Ponies walked through the gates of the town, and found themselves in a settlement somewhat larger than Ponyville. The buildings and homes were much more closely packed together though, and a huge stone wall surrounded the town.

"Why'd they build this big, scary looking wall around the town, huh?" Pinkie pie asked curiously.

"The Purple mountains is rough country, Sugar Cube." Applejack replied nervously. "That big scary wall probably keeps even scarier stuff outside."

Fluttershy looked over at the armored guards, that lined the walls. "But with all these big strong stallions here, we should be safe... right?"

"Excuse me ladies." One of the guards asked politely, approaching the six mares. "But you don't look like soldiers. What in the name of Celestia has brought you to this forsaken place?"

"I am here on the request of her royal highness, Princess Celestia." Twilight Sparkle replied, unrolling a scroll, and showing it to the guard. "She has commanded me to inspect the laboratories and facilities that Luna has established here."

"Yep, it has the royal seal and everything." The guard stallion frowned, looking at the scroll, and reading it over. He motioned to one of his lieutenants. "Soldier, get these ladies inside, and get them rooms for the night."

"Yes sir." A pegasus sentry saluted his officer, then turned to the six mares. "Ladies, if you'll please follow me."

"Finahlly, we're goin inside where it's nice ahnd warm." Applejack sighed with relief.

"I can't wait to get my hoovsies warm by a fire!" Pinkie Pie giggled, hopping behind the guard.

"Looks like a nasty snow storm is blowing up." Rainbow Dash replied, flying up in the air to look at the skies. "Why would your Pegasus schedule a snowstorm this big and dangerous?"

"The Pegasus don't control the weather here in the Purple mountains, Miss Dash." The guard replied grimly. "His elevated eminence forbids us from using magic to manipulate any of the environment here in his dominions. We are permitted to have a town in these mountains by his leave, after all."

"And the animals take care of themselves, too?" Fluttershy asked nervously.

"Yep, we ponies only have to take care of ourselves." The soldier replied. "That's what frees us up to work on the projects Princess Luna wants us to accomplish."

"That is so creepy!" Rainbow Dash replied.

"Yeah, it's really spooky." Rarity agreed. "I hope we don't have to stay here too long."

It was at that point that the sun began to set.

"We'd better get inside, girls." Twilight Sparkle remarked. "It gets even colder after sunset."

The Six mares followed the sentry to their quarters.

...

The caverns of the north were not a place that any civilized pony would go... dreary, wet, and damp, they provided little protection from the bitter cold outside. Even the Griffons who dwelled in these mountains avoided them like the plague. It was here that many bands of outlaws and brigands made their home, raiding across the borders into both the Griffon kingdom and Equestria.

It was one such band of uncouth ruffians that Midnight now found himself amongst. Information he had found on the black market had allowed him to locate the right cave, and Unicorn magic had allowed him to teleport there. The Troggles, a band of Goblins with animal-like features threatened him with spears when he appeared inside their cavern. But his gift with words soon won him an audience with their leader.

Grogar was a terrifying sight to behold... even for a pony. A large ram with curled horns and grey fur, he towered over every other creature standing in the cavern. Once a street thief from the slums of Manehatten, Gryogar had worked his way up the criminal ladder, despite the fact of his species being at the bottom of the pony-dominated Equestrian social ladder. Eventually, his criminal activities got him banished from equestria... and he ended up out here, in the wastes.

"So let me get this straight, Unicorn." Grogar hissed. "You wish for my soldiers and I to attack and raid Tambleon... so that you may put on a display to 'defeat' us?"

"Yes, I will lower the city's magic defenses for you, and arrange for there to be a weak spot in the city's wall guard." Midnight replied. "When you have caused enough damage, I will step in and use the rainbow of darkness to make a display of defeating you. Of course, any items -or any pony- your band may come across during your raid may be kept as treasure you can horde... or as slaves you can sell."

"And what is it that you seek, Midnight?" Gyrogar hissed. "What is it that makes you wish to sell out your own kind?"

"I don't know what you're talking about." Midnight replied defensively. " What I do, I do to save ponykind from itself!"

"Ponyfeathers! My informants in Equestria tell me exactly who and what you are!" The oversized ram hissed. "You are a unicorn mage, who has spent your whole life seeking perfection!"

"Shut your mouth, you old goat!" Midnight snapped. "You know nothing about me!"

"I know about how you were kicked out of Celestia's school of magic, for your cruel and unethical experiments." The Goat taunted him. "And I know how you abandoned your own Pegasus wife and Unicorn daughter in Ponyville, because they didn't match your vision of perfection."

"Stop it!" Midnight yelled. "That is enough!"

"I can understand not wanting to be married to a cross-eyed mail mare." Gryogar drove the knife home. "But why throw away a perfectly good unicorn child? Is that why you seek Princess Luna's attention? To create an even more perfect offspring?"

"I SAID ENOUGH!" Dark energy exploded and crackled out of Midnight's horn, and his eyes burned with rage. "You know nothing of me, nor why I've made the choices I've made! Now will you help me or will you not?"

"Very well. We shall attack Tambleon in three days!" Gryogar smiled, pleased he had gotten under this pony's skin. "Make sure all preparations are ready by then."

"Excellent." Midnight replied, calming himself down. "I had best be on my way, then. This will be an event that the ponies of Equestria will not soon forget..."

...

"This is unbearable, Celestia!" Princess Luna yelled in anger. "Why do you not even trusteth us to run the affairs of our own court?"

The moon princess was in the great hall of Canterlot, the Unicorn Skyrunner at her side. She was standing before her older sister, trying her best to keep her anger in check.

"That I trust you, should be shown in the fact that I told you I was sending Twilight Sparkle and her friends, to inspect the facility you've been running." Celestria replied matter-of-factly. "I trust you implicitly, little sister. But I do not trust those you have surrounded yourself with."

"Princess Celestia." Sky Runner replied respectfully. "We hold the highest ethical standards at the Luna academy. All of our subjects are volunteers, who are perfectly aware of consequences of the magical alterations that are being done to them. We are only paving the way for the changes to pony society that progress will bring...exploring new frontiers, advancing knowledge-"

"Pony society does not need to change." Celestia replied firmly "Ponies do not want things to change. Change is chaos, and the result of chaos is Discord...you two had best remember that."

As Celestia and her guards trotted off, Luna fumed at her sisters actions.

"She had no right to speak to you like that, my lady." Sky Runner nuzzled her reassuringly. "But I'm sure wants she didn't mean to..."

"Our sister beith a good and kind ruler." Luna told him. "But she doth be an extremely stubborn mare, and set in her ways. When we did bring defeat upon the vile Discord, we foundeth a world in Chaos, and we did create the stability and order of Equestria, to endeth the suffering of ponykind."

"Celestia fears any kind of major change, because she fears the return of instability and Chaos." Skyrunner replied, realizing what Luna was getting at. "And your descent into Nightmare Moon didn't help matters any, did it?"

"It did make her fear of dissent and change from the status quo even worse." Luna then shook her mane. "We wish she -and all the ponies of Equestria- would see that I'm only trying to make life better for Equines."

"I'm sure she'll see you only trying to help ponykind." Skyrunner smiled. "And besides... I will always believe in you."

"We are glad for your comfort and support." Luna smiled, and nuzzled him back. "Now, even is coming... why don't we go and set up for my evening court?"

The two ponies trotted off, trying not to think of the troubles all around them...

...

The guard had shown the six mares to a rather comfortable room, and it was not long before they were in their beds, and trying to get to sleep.

But as they had on the train trip to Apploosa, they were more in a mood to talk than sleep. This time, however... Rarity was in more of a mood to chat, as well.

"So, what did you girls think about those Stallions?" Rarity asked the others.

"Why is your mind on guys so much, Rarity?" Rainbow Dash asked, annoyed. "Either guys, or girly stuff."

"I dunno, I thought those guards were mighty fine." Applejack replied with a smirk.

"I'll second that." Twilight Sparkle agreed.

"Ugh! Honestly, Twilight!" Rarity scoffed "What is it with you, Applejack, and Fluttershy having a thing for big and buff Stallions?"

"Hey, I like my men with a brain, to go with that brawn- thank you very much." Twilight replied. "And... Maybe some sideburns."

"And my stallion has to kind, as well as strong." Fluttershy replied softly, hiding her strong blush. The other girls knew it was hard for her to even talk about this stuff.

"What is it about you and Pinky Pie havin' a thing for pretty boys, Rarity?" Applejack shot back sarcastically. "That really paid off with Celestia's nephew, didn't it?"

"I thought we agreed never to speak of that again." Rarity growled.

"Hey, I don't just want a guy who is pretty!" Pinky Pie replied, giggling. "I also want a pretty guy who knows how to party!"

"Uuuurgh! Look, girls... I'm just really, really tired tonight." Rainbow Dash grumbled in disgust, "Let's just get some sleep, okay?"

"Good night, everypony." Twilight Sparkle replied, turning off the light. "See you in the morning."


	8. Chapter 8

Eight:

Now;

"Everypony look out!" Bow Tie shrieked. "It's the Strydons!"

She and Applejack galloped up over the hill, to where the other six mares stood. Quickly on their taills came four small size green dragons, each with a Troggle on his back, armed with their enchanted spears. Immediately, Twilight sprang into action.

"Girls, into a protective circle, NOW!" The pink Unicorn snapped. "North Star, Wind Whistler, get back to Galaxy and help her!" The two Pegasus nodded and flew off. The Six Strydons circled overhead, slowly closing in on the Ponies.

"Ooooh, six little ponies!" One of the troggles sneered. "Lord Tirek be very pleased with this catch!"

"Tirek? But that's impossible!" Medley Wailed. "We killed him... with the rainbow of Light!"

"Somebody forgot to tell him that!" Firefly replied sarcastically.

One of the Strydons dove at Applejack, who spun around and horse kicked the beast right in the face, nearly breaking it's jaw. Another dove at Firefly, who looped around in midair onto the dragon's back, and headbutted the Troggle rider off.

"Ponies can fight back!" One of the troggles yelled. "Blast them!"

One of the Strydons let out a stream of fire at Bow Tie, who leapt high into the air out of the way. Pulling off one of her ribbons with her teeth, she whipped it around the Strydon's legs, and yanked both beast and rider down.

"Learned that trick from Applejack!" Bow Tie laughed at Troggles. "My ribbons aren't just for decoration!"

"Ponies no make fun of Troggles!" The three grounded Troggles pointed their enchanted spears at the mares on the ground and fired energy blasts.

"Look Out!" The ponies dodged in every direction, and made for cover.

At that moment, two of the Troggles flew up beside Medley, who was dashing this way and that in a frenzy. The two foes threw a net over the panicking Pegasus.

"Got Her!" One of the monsters yelled in triumph.

"No! Nooooo!" Medley screamed in terror. "Lemme go! AIEEEEEEEEE!"

The Troggles quickly discovered the source of Medley's name and musical cutie mark, as her high pitched shriek made her captors grab their ears in pain, and drop the net. Still in a panic, Medley quickly zoomed well out of their reach.

As the Troggles continued to fire at the ponies, Twilight and Glory teleported behind the foes.

"Glory, fry 'em!" The two unicorns fired two powerful blasts of lightning from their horns, vaporizing the three troggles at such a close range, and leaving only three piles of ash behind.

"Troggles, Flee!" One of the ones still in the air exclaimed. "Ponies too strong!"

The remaining troggles and Strydons flew off in a panic.

"Yeah, you keep running!" Firefly yelled in defiance. "And tell Tirek if he comes after us again, well kick his sorry flank, too!"

"Well done, girls!" Twilight said with a smile. "You did the Dream Valley herd proud today!"

"Nice job, Medley!" Firefly congratulated her friend. "Your voice is so bad, it'll give those uglies a headache for a week!"

"Thanks." The neurotic Pegasus replied uncertainly. "I think."

"Wow, that was amazing!" Bow Tie yelled excitedly. "I bet you never saw action like that back in Equestria, huh Applejack?"

"Equestria?" Twilight asked in confusion. "What in the world are you talking about?"

...

"WHAT!" Twilight shrieked in surprise. "YOU'RE HOW OLD?"

"Hm, you took that better than I thought you would." Applejack replied calmly.

"How could you not have told me this?" Twilight asked angrily. "I'm supposed to be your best friend!"

"You never asked." Applejack replied. "Besides, would you have believed me?"

"But Bow Tie would believe you?" Twilight growled.

"Twilight, enough!" Glory stopped her, taking charge. "So Applejack, you said you were friends with Twilight Sparkle in Ancient Ponyville, correct?"

"Yes, indeed I was." Applejack replied matter of factly. She looked around at the ruins. "Ponyville looked a lot different back then, though."

"Can you tell us what the message that her ancestor left for Twilight means?"

"Actually, as much as I want to... ah, no, I can't."

"Wait." Twilight asked, confused. "Why can't you-"

"Because honestly, Twi, I don't remember."

"Hang on a sec." Firefly interjected. "How can you not remember?"

"A side effect of the magic that kept me from aging." Applejack replied. "As the centuries pass, more and more of my oldest memories fade into oblivion."

"So you forget more stuff as you get older."

"Yep, the stuff father back gets hazier and hazier." AJ replied sadly. "It's been so long, I can't even remember what Apple Bloom's voice sounded like anymore."

"Not to interrupt." Bow Tie spoke up. "But if Tiek's involved, we should go back and report this to queen majesty, at once."

"I agree." Galaxy concurred, trotting up behind them with Wind Whistler and North Star in tow. "You three should head back to Dream Castle, we'll inform the ponies of Paradise estate of the situation."

"Ah, girls." Twilight replied with sigh of relief. "I'm glad you survived the battle."

"It takes more than a few Strydons to keep us down." North Star replied. "Besides, this is nothing compared to some of the other adventures I've had."

"Twilight, do you want me to go back to the Estate with them?" Wind Whistler asked.

"No, Wind Whistler." Twilight replied. "You need to inform the other pony herds of Ponyland that Tirek is back. And inform all the other races, as well."

The Pegasus pony nodded. "I shall endeavor to carry out the task you have given me to the best of my ability." With that, she and North Star flew off, while Galaxy teleported away.

"Come on girls." Twilight replied grimly. "We need to get back to Dream Castle as soon as possible."

Most of the trip back was passed in silence, until Bow Tie spoke up.

"Applejack, what was equestria like?" She hesitated. "What you remember of it, I mean?"

"Calm and peaceful." Applejack smirked. "Way more calm and peaceful than ponyland is now. I mean, this place always seems like there is a new enemy just waiting around the corner to crush and enslave ponykind."

"What were some of the worst enemies you had to deal with in Ponyville then?" Firefly asked. "Was it fighting a herd of fire-breathing dragon? Or maybe an evil sorceress?"

"Actually outside of Nightmare Moon and Discord... we didn't have many threats in the old days." Applejack admitted sheepishly. "The worst we ever got was a parasprite infestation, and a bunny rabbit stampede through the center of town."

"Wow, and we deal with bloodthirsty trolls and evil wizards on a daily basis." Twilight replied sarcastically. "You Equestrians had it sooo hard!"

"Would you please stop being so sour at me, Twi?" Applejack pleaded with her. "I had my reasons for not telling you!"

"All this time I thought you were a member of the Apple Family, a descendant of the Harmony bearers, like me!" Twilight snapped. "But here you were, a living legend I could've asked so many of my questions to, and you didn't say anything!"

"Questions I could barely have remembered the answers to, my friend." Applejack insisted. "My memories of those days come and go."

"Uh huh, right. You're nothing like the histories portray you." Twilight shot back "Honest Applejack my flank!"

The orange earth Pony merely glared at her, scowling. The Two mares were silent the rest of the way back to dream castle.

...

"What? You failed to capture those ponies?" Tirek roared in a rage.

The Troggles had come back to Canterlot, after having been defeated by the mares. Tirek couldn't believe they had failed to capture four helpless Ponies!

"Sorry master!" One of the Troggles pleaded. "They too strong!"

In a fury, the giant horned Centaur opened the sack sitting on the arm rest of his throne, and unleashed the rainbow of darkness. The black band of living energy leapt out of the bag, and lunged down at the frightened Troggles, coiling around them like a snake. The terrified goblins were quickly consumed by the rainbow before it dove back into the sack Tirek was holding in his hands.

"Hmmm... Clearly these Ponies have gotten stronger since our last encounter." Tirek mused "I'll need to try a different strategy if I am to defeat them, before the gathering darkness covers the land!"

The Dark lord let out a howl of cruel laughter. The mares of dream valley would never know what hit them!

...

"...So that's the whole story, you highness." Twilight said, bowing before Queen Majesty.

After returning to dream castle, the six mares had gone to tell the queen about everything that had happened. Majesty sat back on her throne, thoughtful for a moment.

"So you are certain this message came from Twilight Sparkle?" Majesty inquired

"Yes, my queen. Only a mage of her caliber could have put that preservation seal on the box."

Majesty turned to the Orange earth pony. "And You, Applejack... you who I invited into my royal court when you had no home and were starving... you kept this information from me?"

"I am sorry, my queen." Applejack replied sadly, her head down. "I shouldn't have withheld the truth from you."

"It is all right, Applejack. I'm certain you had your reasons." Majesty inclined her head towards Applejack. "And it is we who are honored to have such a famous legend from equestria's past, walking here among us."

"Thank you, your highness." Applejack replied, embarrassed.

"You what should we do about this, my queen?" Glory asked. "Who would know about Twilight Sparkle, and about what Tirek might be planning?"

"Should we go to the Royal Paradise?" Firefly asked. "The Council of Six Princess Ponies that live there, might be able to help!"

"Yes!" Glory replied excitedly. "The Six princesses each have one of the wands of power, that each contain one of the elements of Harmony! Surely if we combine their power with the power of the rainbow of light-"

"Then go, my Little Ponies." Queen Majesty replied. "Head for the Royal oasis, while I send a Pegasus over the rainbow, to bring Megan and the Rainbow of light back to Dream Valley."

"Thank you, Majesty." Twilight replied, as she and the other ponies bowed. "We know how vital this mission is, and we shall not fail you."


	9. Chapter 9

Nine;

_Now..._

The next morning, Twilight Sparkle and the others were looking around Tambleon, taking in the town's sights before the inspection began.

"Hm, this town seems rather orderly." Twilight said admiringly. "These ponies seemed to have done good job of carving out a home for yourselves here in the mountains."

"Yeah, kinda reminds me a' Appleloosa." Applejack agreed. "Pity it's too cold to grow anything this these here mountains."

"Well, they could certainly use an update in their fashion sense." Rarity added, noting the grey long coats and woolen hats that looked like they were from about a century ago.

"I-I think these close are more for keeping them warm, rather than looking good." Fluttershy added quietly.

"And this place looks so dull and boring." Pinkie Pie added with a sigh, looking around at all the gray and drab buildings.

It was at that point that Twilight Sparkle noticed one of the Pegasus was missing. "Hey, girls... where's Rainbow Dash?" She asked, looking around.

"She left early when we first got up." Applejack replied. "Said she was bored, and wanted to have a look around the local skies."

Twilight Sparkle sighed. "Well, I guess she doesn't have to be around for the inspection." Twilight responded. "As long as she's nearby if we need her."

"Well, in that case..." Rarity replied. "I want to check out the local Dressmaker's shop. I could give her some serious advice on the local fashion." The white unicorn trotted off.

"And I want to check out that tavern we saw on the way in, the thirsty hoof!" Pinkie Pie added. "I'd love to see what their floor show is like! Maybe I could give them some tips to make it a great PARTY!" The pink earth pony bounced away.

"Um, twilight?" Fluttershy whispered, looking down. "I was wondering... if it was okay with you...I was wonder if I could go over and look at the aviary I heard about from one of the guards..."

Twilight sighed in disgust. "Fine, just be around if I need you."

Fluttershy smiled, and flew away.

Applejack just chuckled. "Bet you wish you hadn't said that. Huh, Twi?"

"Let's just go." The purple unicorn growled.

...

Rainbow Dash soared high over the purple mountains, gazing at the clouds all around her. Untouched by Pegasus hooves, it was an untamed and primordial landscape.

"Whoa, this place is so wild." The blue Pegasus said in Awe. "What I could do with these clouds if I were allowed..."

"...that's what all of us Pegasus say."

Dash spun around to find a forest-green winged Stallion with a black mane hovering beside her. She let out a squeak of surprise, and stumbled back.

"Oh, sorry." He apologized. "I didn't mean to startle you."

"Aw, it's okay." She regained her composure. "Who are you though?"

"Names Sureshot." He replied proudly, thumping his hoof against his chest. "Courier of Tambleon, and I'm the fastest Stallion in the clouds."

"You think your the fastest, huh?" She readied herself for a challenge. "Well I- oh, wait... you said 'stallion', not pony'." She gave a nervous laugh. "Can't really argue with that one."

Sureshot laughed back. "I agree with you, though... that we Pegasus could work wonders if we were allowed to shape these skies."

Dash nodded. She understood that Pegasus viewed creating the weather as an art form. To see a blank canvas of a sky, and not be able to make a masterpiece... "So, what do you Pegasus do for fun around here, if you can't make weather?"

Sureshot just smirked. "Why don't you let me show you?"

...

Rarity wandered into the dress shop, and was taken aback by how... dreary the place looked. The dresses were the dullest colors the white unicorn had ever seen. Dull gray and tans, with pockets and wool trimmings. Total function over form, they had no sense of style. It was almost as if a stallion with no fashion sense, had designed these dresses.

"Hello there, miss." A Brown unicorn Stallion with a beige mane trotted out of the back, smiling. "How may I help you?"

Rarity rolled her eyes... she couldn't believe her guess had been right. "My good Stallion, perhaps I am the one who can help you. Allow me to introduce myself, my name's rarity, and-"

"Rarity!" His ears perked up. "THE Rarity? From Ponyville?"

"You know of me?" She asked in surprise.

"You're outfits are some of the most requested Catalogue items we order in, from Hoity Toity's Boutique in Canterlot." He looked down sheepishly. "See, my name is Slick Style, and I'm the local Tailor. I'm great at making stallion's suits, but my dressmaking skills are somewhat..." He looked over at the tan monstrosities in his window. "...Lacking."

Say no more, my good Slick!" A wide beaming grin formed across her face, her mind already hard at work on designs. "Take me back into your workshop, and let's see what I can do to help you!"

"Really, you would help me?" Slick Smiled. "Here, let me take you back, and show you what I have..."

...

"No, no, no Girls! Kick HIGHER!"

Pinkie Pie walked into the tavern, and saw several Mares on stage in costume, going through a dance rehearsal. A white earth pony stood on the floor, directing them.

"Hiya!" Pinkie Pie yelled, bouncing up.

"What? OH!" He yelled in surprise. "I'm sorry, we're closed. Unless you've come in here looking for a job."

"Don't bother trying to get a job here, sweetheart. The Stallions who work the Tambleon mines come in here at night." One of the mares on stage grumbled. " And after one too many salt licks, they can't keep their hooves to themselves."

"Ain't that the truth!" Another one on stage giggled.

"No, I'm not here looking for a job!" Pinkie giggled, bouncing up and down. "I'm here to see if I could help you liven up the DANCING!"

"Say, aren't you the pink pony who caused that ruckus at the Grand Galloping Gala?" The stallion looked her over. "My name's Hopper, I'm the tavern's dance coordinator."

"Great!" Pinkie Pie replied. "I've got some moves I'm sure will make this place a PARTY spot!"

"I'm sure you do. I heard about your little musical number out in Appleloosa during the Buffalo-Pony conflict." Hopper pointed to the stage. "You'll even notice the girls are wearing different colored versions of the outfit you wore during that fiasco."

"Oooooh!" Pinkie Pie yelled. "I've already got some ideas about what we can do!"

The two of them went over to the piano, and began looking over some sheets of music.

...

Fluttershy looked around the avariary, looking at all the beautiful and colorful birds from all over Equestria... and even a few from beyond it's borders. A tropical paradise protected from the cold by a climate-controlled glass dome, it housed birds from far warmer environments. Even a pair of Phoenix was able to keep warm in such a cold environment, nestled together on a palm tree branch.

"It's all so wonderful." Fluttershy said quietly to herself. A Cockatoo came down and landed on her head, making her giggle. "I could stay here forever."

"I'm afraid not, miss." A voice said with a laugh. "Seeing as how you're not a bird."

"Oh!" Fluttershy said in surprise, looking up at the Cockatoo. "I didn't know there were birds in here that could talk!"

"Oh, no, miss. Though we do have parrots and mynah birds in here." An Orange, bearded Pegasus replied, stepping out from behind a tree. "I would love to get some Scree birds in here from neighboring Screea... but taking sentient speaking birds is kid of frowned upon."

He was a tall, masculine stallion- with a falcon for a cutie mark. Birds of every shape, size, and color all flew down and landed on him, and Fluttershy could see that he had a special bond with them.

"H-hello, I'm Fluttershy." She said, trying to hider her blush under her pink hair. "What's your name?"

"Name's Avian." The Pegasus responded. "I take care of these birds... these feathered friends are my best friends."

"I can tell." She replied with a smile. "I love birds, too... and all other creatures and critters."

"Wait, I think I recognize you now... you're Fluttershy? The famous fashion model?" He turned red and looked away. "I'm so sorry, I must seem so foolish to you."

"What? Oh no!" Fluttershy replied. "I think you're just fine. Besides, I'm not a model anymore. I was never very comfortable doing that anyway."

"Oh, all right then." Avian's smile returned. "Would you like me to introduce you to my birds?"

"Sure, I'd love to." She replied with a smile. Fluttershy followed him, as he showed her around the aviary.

...

The two remaining ponies arrived at the Luna academy, and were shown in by the receptionist. They entered the large research lab, filled with books, scribbled notes, and a few chemistry tubes and beakers.

"So, this is the research facility." Twilight Sparkle commented, looking around.

"Shore is ah big place." Applejack added. "this place is bigger than th' barn back home."

"Well, perhaps we can help you, ladies." Two Stallions- a blue unicorn and a purple earth pony came up. "Are you the inspectors sent by Princess Celestia?"

Twilight and Applejack looked the two over. The unicorn- a big-boned stallion with a thick frame- wore a pair of small glasses, had a book for a cutie mark, and had a dishellved, intellectual look. His companion had a heavily muscled form showed a lot of hard work- clearly he was here as hired muscle, to lug heavy loads for the brainacs.

"Why yes, good sir." Twilight Sparkle replied politely. "I would be most happy if you and your friend would show us around!"

"Shore thang!" The earth pony replied, his accent giving away he was from the farming back country of Equestria. "Anything for a pair of pretty philles like you two!"

"Bronco! Manners, please!" The unicorn scowled. "Ladies, I do apologize for my companion's actions. Anyway, my name is Booker, and I'd be happy to show the two of you around!"

The two Stallions spent the next hour showing Twilight and Applejack all the projects the unicorn mages had been working on. They saw the good, the bad, and the bizarre. Afte they were finished, Twilight Sparkle had a predictable reaction.

"SEA PONIES?" She Shrieked. "YOU MUTATED INNOCENT PONIES INTO FISH?"

"Ahnd those Jewel-eyed ponies." Applejack shivered. "them critters are creepy."

"What is the meaning of this...this insult to nature!" Twilight fumed.

"Those ponies all volunteered." Booker said mater of factly. "And those Twinkle eyed ponies were an experiment to correct the vision of ponies who are blind, or who have flawed eyes."

Applejack stood there, stunned. "Did you say.. you had an experiment to fix pony's eyes?"

"Yep, that's right." Bronco smiled. "Headed by one of our most prominent mages, Midnight Whooves!"

At the sound of that name, Applejack's blood ran cold. "Ditzy's husband... But... the whole town thought he was dead..." She whispered to herself.

"What's wrong, AJ?" Twilight Sparkle asked, confused. "You look like you've seen a ghost."


	10. Chapter 10

Ten;

_Now_:

"How much farther is it to the Royal Paradise, Glory?" Medley asked. "My wings are starting to get tired."

"We still have to cross the Crystal Sea, Medley." Glory replied. "It's going to be another hour or so."

"Try walking for a while, give your wings a rest." Twilight advised her. "Getting through the dominions of the Ice Orges is going to be hard enough, and we're going to need both of our flyers in the air."

The six mares had crossed dream valley, and passed through the neighboring kingdoms on their way to the center of Ponyland. They had successfully avoided any confrontation with any monsters on their way, and were nearing the edge of the Crystal Sea. As boredom overtook the six ladies, they had began to chat amongst themselves.

"I didn't know Pegasus could get tired from flying." Bow Tie remarked. "My mom used to tell me that Pegasus once lived in a city in the sky."

"Cloudsdale." Medley sighed. "Every generation of ponies remembers the legends of our paradise above the clouds."

"Yeah, it was the home of the best fliers in Ponyland." Firefly agreed. "Those Pegasus were so powerful, they could control the weather!"

"Why did the Pegasus abandon it?" Twilight asked. "Your type of Ponies would have been safer up there in the clouds, than they are living here on the ground."

"Cloudsdale was destroyed by strydon attack, during the last days of Equestria." Applejack replied bluntly. "The Pegasus survivors fled to the surface, and took shelter with the earth ponies and unicorns."

"And just what did you do, as Equestria fell down around your earth pony ears?" Twilight asked sarcastically. "Hunker down under a bushel of apples?"

"I became a wanderer after my family died, long before Equestria fell." Applejack replied bluntly. "Kinda hard to explain why all the ponies around you are aging, and you aren't."

"So you just wandered from place to place, for over a thousand years?" Glory asked, amazed.

"Yep." Applejack replied. "Didn't settle down until Queen Majesty invited to let me stay at the castle."

"Yes, you just decided to plop yourself down and leech off of us, didn't you?" Twilight snapped.

"Twilight, that's enough!" Glory snorted. "Now is not the time for this!"

"Hey guys, look!" Firefly yelled. "We're here!"

They had been so busy arguing, that the ponies had failed to notice they crossed the jewel covered surface of the Crystal Sea, and arrived at their destination. There, in the middle of a barren ice-live sheet of diamond that stretched out in every direction for miles, was the royal paradise. A large, multi-turreted castle that was home to the six princess ponies- the six rulers of Ponyland. It was they who the six mares had come to see.

And it was they the six mares were quickly rushed in before by the royal servant ponies. Twilight realized the princesses must rarely have visits from their subjects... seeing as how most ponies problems were heard and taken care of by their local rulers. So it was no surprise the six of them were eager to see any visitors to their Dream Valley ponies bowed as they came before the regal rulers on their circle of thrones.

There were six of them... three descended from princess Celestia, and three from Princess Luna... born of the bloodline of the original two princess ponies (Much as Queen Majesty and Queen Rosedust were). Unlike their ancestors, four of them were earth ponies, with one Pegasus and one Unicorn. It was they, who were the keepers of the elements of Harmony-which were stored in the heart of Ponyland gemstone, deep beneath the royal palace, and channeled through their six wands.

"Greetings, Twilight of Dream Valley." Princess Tiffany, the white Pegasus who was thier leader, greeted them. "We are most pleased to receive you and your friends here before us."

"Thank you, your majesties." Twilight sparkle replied. "We are most honored to be in your royal presence. We have come-"

"You have come to seek our help with the coming crisis." Princess Starbust, the yellow earth pony, replied. "It is Tirek threatening our present, just as it is Gyrogar the cruel that threatening our past."

"Gryogar?" Firefly whinnied in shock. "But... Megan and the Paradise estate ponies defeated him!"

"In the present, yes. But not in the past." Princess Amethyst, the lavender-colored unicorn, replied. "It was Gryogar who destroyed Equestria so long ago, and casued the civilization of our ancestors to fall."

"So that's how our Kingdom collapsed!" Applejack snorted in Anger. "We always thought it was Tirek who caused the fall!"

"The dark lord played his part in the end of Equestria, but it was Gyrogar who was the primary cause." Princess Royal Blue replied sadly. "During the Tambleon Tragedy, he did bring an end to Celestia and Luna's kingdom."

"But your majesties!" Twilight exclaimed, dumbfounded. "How do you know all of this?"

"Our records of that age are slightly more complete, here at the Royal Paradise." The blue Princess Primrose told them proudly. "When Queen Majesty contacted us via magic looking glass and told us what was happening, we immediately researched the situation."

"S-so what c-causing this situation?"Medley asked. "W-why the apparitions, a-and the letter?"

"What happened at Tambleon is casing a chronal disturbance." Princess Serena replied. "The visions being seen in the past and future are a result of the magical experiments that took place in the laboratory there."

"So what will you do?" Bow Tie asked. "We may need the elements of Harmony to defeat Tirek and Gryogar!"

"We will be ready, if you have need of the elements." The six princesses replied in unison. "But now, you and your friends are needed back in Dream Valley. The dark lord could attack at any time."

"Thank you, your highnesses." Twilight replied, bowing again.

"Chronal disturbances... that means time manipulation." Glory groaned. "Great, I'm gonna get a headache from the time paradoxes again."

"Don't be ridiculous, Glory." Twilight Sparkle replied. "You know there is no such thing as time travel, magical or otherwise."

"No, not since the Tambelon incident sealed the timestream forever. Before then, even limited time travel was difficult, at best ." Glory replied. "But influencing past and future is possible. I remember that from my magic lessons."

As the six mares left the palace, Applejack stared ahead in wonder, thinking to herself. "Time manipulation... this could be an opportunity... to prevent the fall of Equestria... to stop everything bad from ever happening..."

As they made their way back home, the yellow earth pony was already forming a plan to slip away and pay a visit on dream valley's resident wizard, the moochick. She had a plan, but she would need help.

...

At Dream Castle, Wind Whistler was just reporting back to Queen Majesty, after having warned all of the other kingdoms of Tirek's return.

"So all the neighboring kingdoms will be ready." Majesty replied. "That is good, will will need all the help we can get... when the attack from our greatest foe comes."

"They will aid our endeavor, to the best of their tactical and material capability, my queen." Wind Whistler replied. "Logic dictates that they will strive to assist in our survival in any way possible."

Hearing the Pegasus's nuanced report, Queen Majesty just shook her head. Clearly, they was no pony in this age or any other who was as intelligent... or as analytical... as Wind Whistler. Her only weakness was her reliance on logic over her emotions. Still, she was a valuable asset in matters of strategy, statistics, and tactics.

As the two mares were discussing the situation, a small purple reptile made his way into the throne room, unnoticed. It was a shock to both ponies when the tiny dragon bowed before the throne, and bowed.

"I heard there were some problems here, your majesty, involving an ancient letter from Twilight Sparkle." The bowing form said to the queen. "So I came from Paradise Estate as soon as I could."

"AH!" Wind Whistler yelled in surprise. "Spike! You startled us! We are pleased to see you have transported yourself to this location at such an auspicious and convient time."

"Glad to be here, Wind Whistler." Spike replied with a smile. "Now what can I do to help?"


	11. Chapter 11

Chapter 11-

**interlude-the tragedy of Paradise Estate  
><strong>

It was a clear day at Paradise Estate, the sun shining down on the Ponies who called the large manor house home. While many of the fillies and colts played outside on the grounds, the adult Ponies were inside, arguing over what they should do about the growing crisis. The foals outside turned their heads at the sound of the yelling and shrieking coming from inside the manor house. Angry curses so foul that nopony should ever hear them were uttered, and friendships as strong as a steel chain were torn apart, as if they were made of paper.

"I'm telling you, Truly! Tirek has returned!" Galaxy whinnied in anger, stamping her hoof. "It's not safe for Ponies to be here at the Estate anymore! Honestly, you're as stubborn as a mule sometimes!"

"Galaxy Swirl!" The Earth pony named Truly snorted, speaking in her thick southern drawl. "Y'all and Wind Whistler may have moved yah families back to that dingy old castle, but that doesn't mean the rest of us should have to!"

"Yeah, who'd want to go back to that place, anyway?" Paradise agreed. "So that Majesty can boss us around all the time?"

"I dunno, girls... maybe we should what Galaxy says." Fizzy replied nervously. "I'm think I'm gonna go back with her!"

"Yeah, me too!" Buttons agreed. "I think we should all get our tails outta here, before the dark lord Tirek grinds us all into mush!"

Behind those two, Posey, Surprise, Masquerade, and Heart Throb nodded their heads in agreement.

Truly looked at all of them, then quickly exploded in anger.

"Then get the hail outta here, ya selfish mares!" Truly spat. "Give up all the hard work, blood, tears and sweat we've poured into this place over the past two years, and go crawling back to kiss Queen Majesty's high and mighty flank!"

Behind her, Lofty, Mimic, Lickety Split, and Shady looked away in shame, hiding their guilt over the decision to stay at the Estate.

"Watch your tongue, Truly." Masquerade warned. "She is still your queen, too. And the estate sits on her lands."

"That is not your concern, or hers." Lofty replied angrily. "This is our home, and we're not leaving!"

"Um, e-excuse me." Posey, the yellow earth pony with pink hair, replied. "Can't you ponies see the danger you're in. Y-you have to get out of here... not just for yourselves, but for your families, as well."

"Oh, like we're going to listen to you... oh miss big and important descendant of Element-harmony bearer Fluttershy." Mimic yelled, getting up in the timid mare's face. "We all don't have such a great pedigree to wave around in front of the queen! So why don't you go out and play in in the dirt with your flowers!"

The tears welled up in the gardener pony's eyes, and she ran out of the room, crying. "Fizzy, go after her." Galaxy told her. Nodding, the Jewel-eyed unicorn ran out after fer friend. The two angry groups of ponies glared at each other.

"Is there no gettin though to y'all, little sister?" Heart throb asked in her southern accent. "Ah know we've had our differences in the past, Truly but..."

"Shut up, Heart Throb, you've made your decision!" Truly snapped. "As far as ahm concerned, Ah don't have a sister anymore!"

"Come on, Lickety Split!" Surprise, the White Pegasus descended from Pinkie Pie, pleaded with her friend. "I loves jokes just as much as the next pony, but this is serious!"

"This is no joke, Surprise." The ice-cream loving earth pony replied sadly. "This is goodbye."

"Is there nothing we can say, that will change your mind?" Gusty pleaded with them.

"You'd better leave now, girls." Shady replied. "I think there's nothing more to be said."

With that, Galaxy and the ponies that supported her, took their families and left... leaving the Paradise Estate ponies to their fate.

It was several hours later, in the dead of the night, that the great hoard of Strydons came, spewing fire upon the manor house, and setting the roof ablaze. Mares and their foals ran in every direction, screaming and crying, as the goblin hordes unleashed their blades and arrows upon them. The ponies fought back, unicorns blasting away and the invaders, and the Pegasus attacking the Strydons in the air. The Battle was visible for miles, and Majesty sent a detachment of her Pegasus guards to aid in the battle. But when they arrived... the scene they found was too horrific for words.

What had actually occurred during those last moments of the battle, may never be known. Twilight and Wind Whistler later theorized that when they realized they were outnumbered, Mimic unleashed the magical might of the golden Horseshoes she possessed, and took out the entire estate in one fiery blast. Others believe that several of the Ponies managed to escape the estate, and were forced to flee beyond the borders of Dream Valley. Whatever the case, Truly and the others were never heard from again, nor did any of Tirek's forces return to him to report what had occurred.

But the message of the attack had been sent, loud and clear; the Dark lord had returned, and he would favor none and spare none. It was now truly a war, which would leave nopony untouched. Every race was in danger; not just ponies, but humans, elves, and Gnomes, as well. The inhabitants of Ponyland would have to fight for their lives, their homes and their families... if they did not want to share the tragic fate of the thirty Ponies of Paradise Estate.


	12. Chapter 12

twelve:

Now...

"Okay, perhaps I overreacted a bit to your experimental work you've done here... but even you have to admit, those Jewel-eyed ponies seem as creepy as all get out, at first." Twilight commented.

"Oh I won't argue with that." Booker replied, laughing. "They can even creep me out, at times."

As they walked though the laboratory, Twilight and the male unicorn were happily chatting away, whilst Bronco and Applejack were trotting along behind them. Bronco kept trying to talk to Applejack... no matter how much she wished he would stop.

"Ya know, I was the strongest earth stallion in mah town." The the rough-talking stallion bragged. "I was the only pony strong enough to kick a barrel a mile."

"That's, that's nice." She told him, sighing in disgust. Bronco was a cute Stallion, so she wouldn't normally mind his attention. But he was so arrogant, talking only about himself, and not even asking her what she thought about anything. It didn't seem fair... why did Twilight find another likable egghead to talk to, while she was stuck with this brainless oaf who was only interested in her flank?

It was at that point they walked underneath a large bell, that hung high on a small tower in the middle of the laboratory. A smaller bell, about the size of a pony's necklace, hung on a peg below it.

"What in tarnation are those fer?" Applejack asked curiously.

"Oh, those bells?" Booker looked up. "The big one is an experiment on dimensional travel through the release of sound waves. The bell had several enchantments woven into the metal when it was being cast, so that if the bell is even rung once, it would teleport everything in a three mile radius into another dimension."

"And how is that safe?" Twilight Sparkle questioned.

"We don't really know." Bronco replied. "We really can't test the thing without sending the entire city of Tambleon bye-bye."

"And what's the smaller bell fer?" Applejack asked.

"That bell channels the electricity in the very air intro raw magical power." Booker told her. "A failed experiment in trying to create a way for non-unicorn ponies to use magic. But the power it generates is two great to be in any one pony's hands."

"Booker, no offense." Twilight sighed, shaking her mane. "But everything we've seen here seems to confirm Princess Celestia's worst fears."

"I can assure you, Miss Sparkle-" The unicorn stallion started.

"Twilight, please." Twilight corrected him.

"Twilight... I can assure you that none of the things you see in this laboratory will ever be used as weapons." Booker assured her. "Anything as dangerous as the bells will be disposed of as soon as we can find a safe way of doing so."

"Fer Equestria's sake, Ah hope that yer right." Applejack added, as the three of them moved on.

"Say, anybody hungry?" Bronco added. "Now that the tour's done, ah know of a nice little tavern near here. Ahnd I'm starvin!"

As the three of them left the lab, they failed to notice the Small, skulking form of Bray, Midnight's donkey assistant, sneaking up to the bells, and slipping the small one off it's pedestal, before quietly vanishing into the night...

At the same time, Avian had just finished showing Fluttershy around the Tambleon Aviary. The two had talked a great deal, and Fluttershy was amazed at how much she and the stallion had in common.

"So you were from Cloudsburg originally?" Fluttershy asked, "I've never been there, but I've heard it's as big as Cloudsdale."

"Yes... too big for my tastes." Avian added distastefully. "I like peace and quiet, where I can hear the birds sing."

"But why come down to the surface?" Fluttershy asked. "Most birds stay high in the sky, and you don't seem to be a bad flyer."

"But not all birds." He replied, stamping his hoof. "I love ostriches and penguins, as much as I do sparrows and eagles."

"I can tell." Fluttershy responded. "You even seem better with fowl than I am."

"I will say, Miss Fluttershy, you certainly know your birds." Avian complimented her, while feeding a parrot through his teeth.

"Um, thank you, Avian." She replied softly. "And you certainly have a beautiful collection of birds here."

"Ah, that is true." He replied, smiling at her. "But none of them, not the peacock nor the flamingo, are as graceful and beautiful as you, miss Fluttershy.

Any other mare would have laughed such a corny pick up line off, but the shy and introverted Pegasus turned a deep crimson red, her cheeks becoming flushed as the warmth spread up through them.

"I...um... er...well... that is..." She stuttered nervously, her eyes darting around. "You know, I'm kind of hungry. Why don't we go get something to eat?"

"I think that's a marvelous idea." He replied. "And I happen to know of a tavern near here."

...

"Wow, you ARE fast!" Sureshot told her with a smirk. "It's not just anypony that can keep up with me!"

"You're not too bad yourself!" Dash replied. "I've never seen another stallion come as close to doing a sonic rainboom as you just did there!"

"Eh, I hope one day I will be able to do a rainboom!" He told her. "I've always wanted to pull that move off since I saw you do it in the flyer competition in cloudsdale."

"Whoa, you were at the competition?" Rainbow Dash asked in surprise. "So you thought my performance was awesome?"

"I think it was 100% cooler than any other pony." he replied, smiling. "And you're 200% cooler."

"Well, you're pretty awesome yourself." She started to reply, a dreamy look on her face. Then, quickly thought to herself. _"Wait, wait wait... me, getting all goofy eyed over a stallion? Gah! I'm becoming as bad as the other five! Well, he does have a set of cute wings and a nice flank... Okay, Dash, play it cool. You can't let the girls find out about this, or they'll never let me live it down! _ "So... uh, have any flying moves you've developed?"

"Well, I did have this one..." Sureshot replied. "I've been working on it since I was a colt in Cloudsburg. It's called the double inside out loop, and it takes some tricky maneuvering."

"Cool! I'd love to see it." She leaned back against a cloud, slipping on a pair of shades. "After we're done, wanna go grab some hay burgers and chocolate shakes, and hang out for awhile?"

"Sounds cool to me." Sureshot replied, flying a loop around Rainbow Dash, and smiling.

...

At the Tailor's shop, Slick Styles was admiring the work Rarity was doing, fixing up several of the dresses he had made, encrusting them with the gems the two of them had found in the soil near town.

"I must say, Miss Rarity." The refined unicorn complimented her. "I have never seen dresses of this stunning quality made in this shop before."

"You too kind, good sir." She replied, levitating more diamonds onto the outfit. "Though I will say your outfits for stallions are of far better quality than your dresses. If I catered to a male clientele, I'd love to have your work for sale at my shop."

"Miss Rarity." The pretty stallion said, flipping his long mane back in dramatic fashion. "I would be honored if you'd let me take you to the local dining establishment for dinner this evening."

"I would be honored, good sir." Rarity replied with a smile. _He's so wonderful... everything that spoiled rotten Prince Blueblood was not. _

As they walked to the door, he held the door open for her. "Ladies First." He told her, much to Rarity's delight.

...

"That's it, Pinkie! Kick it higher! Higher!"

The laughing pink earth pony was dancing on stage, leading a line of chorus girls. The two of them had worked out a new routine, and Pinkie Pie had insisted in dancing in the first performance.

"This is so much fun!" Pinkie Pie giggled. "The routine you worked out is so much fun!"

"Watching you dance is kind of fun, too." He replied, though he wouldn't have been surprised if the flirting went over Pinkie Pie's head. He was amazed that she could predict the steps of the dance so well, seeing as how she had only glanced briefly at the sheet. It was as if she had some kind of 'Pinkie Sense', telling her what was the next move was.

It was then, that the other five girls came in with the other stallions. They all looked at each other in shock,exclaiming simultaneously;

"What are you doing here?"

There were several moments of shocked silence, before Hopper finally broke the tension;

"Well, this is certainly gong to be an interesting dinner, isn't it?"


	13. Chapter 13

Chapter 13-

_then..._

"Hopper! I thought you'd be working tonight." Avian greeted him. "How bout a table away from the stage? You know I don't like the noise."

"Oh, sure Avian!" Hopper replied. "Heeey! Booker! Slick! Glad to see you guys here! And you brought Sureshot with you!"

"Nah, we all arrived separately." Sureshot replied.

"Though we seem to have brought these lovely ladies with us." Bronco replied, looking at the mares.

The six girls were stunned into silence, their cheeks turning a deep red.

"What's going on here?" Rarity asked, confused.

"Wait, you all know each other?" Twilight asked, bewildered.

"Ain't that a kick?" Applejack added rolling her eyes.

"Oh, Avian! It seems your friends have met my friends!" Fluttershy said cheerfully. "That is so wonderful!"

"We should have a party to celebrate!" Pinkie Pie replied, kicking her hooves up high.

"Hey Rainbow Dash! I thought you didn't want to be bothered with guys?" Rarity whispered with a laugh.

"Oh, shut up." Rainbow Dash growled back silently. "He has a nice Flank."

After the performance, the twelve of them sat down at a table and ordered their meals. They then began to talk amongst themselves.

"So all of you guys knew each other back in Canterlot?" Twilight Sparkle asked curiously. "What an odd coincidence."

"Yep." Sureshot replied. "We all met at a mixed-pony type university, and attended classes together."

"Well, Except for Slick Styles and I." Booker replied sheepishly. "We attended the _Academia Magica_, but he and I would come over, and hang out with these guys."

"We were the terrors of the academy back then." Slick Styles said with a chortle. "Playing all sorts of tricks on the other students and faculty."

"Oh, you guys were pranksters?" Rainbow dash asked. "That's so awesome!"

"Yeah, we were terrible." Hopper continued. "One time we turned every frog in the biology lab pink, and released them onto the campus."

"You shoulda heard Professor Trotfield whinny, when one of the critters hopped away with his toupee." Bronco snorted.

"Wow, that's amazing!" Fluttershy exclaimed. "You saved all of those cute little froggies from getting dissected."

"Yeah." Pinkie Pie agreed. "And that was a really funny trick to play!"

"Just one question." Applejack asked Bronco.

"What's that, mah purtty little filly?" Bronco asked, looking at her coyly.

"How did a hoofhead like you get into College?"

Stung, Bronco only scowled and snorted in response.

"Applejack! Such an unladylike thing to say to a Stallion!" Rarity batted her eyelashes at Slick. "Sorry about that, dahling. My friend here can be a bit... crude, at times, to say the least."

"That's quite all right, my dear." Slick replied. "I actually find her folksy, down-to-earth attitude rather... refreshing."

The conversation went on like that for the rest of the dinner, until Twilight Sparkle moved to excuse herself and her friends from the evening.

"Well, thank you for a lovely evening, gentlecolts." Twilight told them gracefully. "But my friends and I need to get up early tomorrow. So we'll need plenty of rest!"

"Pleasant dreams, Miss Sparkle." Booker told her. "It was a privilege to have you tour our facility."

"Thank you, Booker." Twilight replied, a tiny blush crossing her face. "I hope we can talk again soon."

"Pleasant dreams, Miss Rarity." Slick Styles said with a graceful bow. "Thank You for making this such a wonderful evening, by gracing us with your presence."

"Why thank you, good Sir." Rarity replied, as the Stallion pulled her chair out. "I had a simply delightful time."

"Good night, Miss Fluttershy." Avian said to her. "May the morning find you as beautiful as you are now."

Fluttershy squeaked something incoherently, and covered her face with her wing, to hide that her cheeks had tuned the deepest shade of red.

"Seeyas around, Pnkie Pie!" Hopper told her with a grin. "Keep having fun!"

"You too, Hopper!" Pinkie replied, cheerfully bouncing out the door. "I'll invite you to my next party!"

"Stay Cool, Rainbow Dash." Sureshot said, high-hoofing her. "I'll see ya around."

"Ya know I will." She replied, high hoofing him back.

"Good riddance, ya'll." Applejack grumbled.

"Ah couldn't agree more." Bronco grumbled back.

The two groups left the tavern, and each went their own separate ways.

...

"ARE YOU INSANE!" Rarity shrieked. "Acting up like that in front of six of the most amazing Stallions in equestria! Six of the most amazing, _single _Stallions in all of Equestria!"

"Have to admit, AJ, that was pretty immature." Twilight Sparkle agreed.

"I thought it was funny!" Pinkie Pie giggled, bouncing around the room.

"You'd find a Shakesponian tragedy funny." Rarity replied sarcastically.

"Listen, I just don't like that feller." Applejack snorted. "He's more stuck up than a pony with a sinus infection."

"Well, you might not like Bronco, but I think the rest of us are impressed with what we saw." Rarity replied indignantly "Girls, listen... I know we haven't found many good dating prospects in Ponyville, but I really think we hit it off with these Stallions."

"He said I was beautiful." Fluttershy said quietly to herself.

"Well, Booker is really smart, and is a very interesting Pony to talk to." Twilight said dreamily. "He actually knew who Starswirl the bearded was, and could even name all of the spells that he created."

"He thinks I'm pretty." Fluttershy muttered to herself.

"That Hopper is really neat-o!" Pinkie Pie Squealed. "I've never met a Stallion, who knows how have a good time like _him_!"

"He thinks I'm kindest mare he's ever met." Fluttershy whispered.

"What about you, Rainbow Dash?" Rarity asked.

"What, Sureshot?" Dash looked at the other five nonchalantly. "Eh, he's all right, I guess." It would not be until much latr that night, when Dash thought all of the other mares were asleep, that a fangirl squeal cried out. "_I'm gonna have the coolest boyfriend ever!"_

"Well ah hate to remind you ladies." Applejack complained. "But we wern't sent up here tah get ahselves fixed up with fellers. The Princess sent us here tah do a job, and cept' for Twilight an' I, you gals have been actin like doe-eyed schoolgals, instead of lookin for suspicious stuff here in Tambleon."

"Applejack is right, girls." Twilight replied, snapping back to the task at hoof. "Let's all get a good night's sleep, and get back to our investigation in the morning."

...

"So I take it the plan goes well, Midnight?" Gryogar asked his accomplice, whom he was meeting with in the wilderness outside Tambleon.

"Just as I predicted." The unicorn betrayer replied. "I had previously studied the personality profiles of each of the six harmony bearers, and when I checked over the security clearance selection lists for ponies who would be allowed to live and work in the city, I made sure six stallions with compatible psychological profiles made the cut. If Bronco ensures the two groups come together, the silly little fillies will be to distracted, until it's too late."

"Very good." the massive goat replied. "But are any of the Stallions besides bronco your agents."

"Unfortunately, no." Midnight replied. "They are too 'good' to agree to work with my scheme if they were aware of it. They are my unwitting pawns. But worry not! Bronco will make sure they all meet up, and everything goes according to plan!"

"Excellent!" It was then, that Gryogar noticed Midnight's donkey servant bringing a small bell on a collar to him. "And what is this, that your lackey Bray brings before me?"

"A gift, mighty Gyrogar." Midnight replied ominously. "One that will grant you enough magical power to rival even Luna and Celestia themselves."

"Is that so?" The goat crime lord bellowed. "Well then, eight days hence, the city of Tambleon shall face it's doom!" The villain's laughter echoed across the Purple mountains.


	14. Chapter 14

_Now..._  
>The six mares trotted back towards Dream Castle, quiet for most of the trip. They six of them were lost in their own thoughts, each of them fearing for their own families, and the danger all of Ponyland was in.<p>

Twilight had had a lot of time to think things over as well. She thought of her own husband, Tornado Firehoof, and her little adopted filly, Ember. She thought of the well-being of her kingdom, and of the friends she now traveled with. If Tirek didn't didn't finish them off in the present, then Gryogar would finish them off in the past. As she looked back at applejack, these thoughts turned over and over in her head.

"Life is too short too hold onto painful grudges." Twilight thought to herself. "I need to talk to her about what happened."

Twilight galloped back to where Applejack was, and cleared her throat. "Listen, Applejack... about those things I said..." She struggled hard to get her words past her stubborn pride. "I-I'm sorry about everything I said. I'm sure you had your reasons for not telling me, and I should've respected your decision."

"It doesn't matter anymore, Twilight. Don't worry about it, I forgive you." Applejack said coldly. "Very soon, none of this... Tirek, you, the other four, Dream valley... none of it will matter anymore, once the past wipes all of this out."

"Applejack! What are you saying?" Twilight's eyes went wide. "I can't believe you, of all ponies, are giving up all hope!"

Applejack looked back over her shoulder. "Who says I'm giving up hope?" the orange earth mare replied ominously. The other five mares only stopped an stared at Applejack, cconfused, as the nigh- immortal pony continued to trot forward.

"What bug crawled into her feed bag?" Glory grumbled.

"Aw don't worry about it." Firefly replied. "It's just Applejack being Applejack."

Bow Tie nodded. Then looking over to her left, the blue earth pony thought she saw a glowing glint the horizon.

"Hey, girls?" She Asked. "What's that over there?"

the other four galloped up to the top of the outcropping, and were shocked by what the saw. There, gathered several thousand strong and fully armored, was the entire army of Dream valley. The Earth pony stallions, and their human knight partners, the Pegasus corps, and their elven sky riders, and the Unicorn Mages with their Gnome riders. They were packing up, and looked like they were getting ready to march off to battle.

"By the great horsemaster!" Twilight shrieked. "It's our stallions!"

"What in the name of Celestia are they doing here?" Bow Tie asked in shock.

"Majesty must have called the grand army up to deal with Tirek!" Firefly yelled. "Man, she is taking this seriously!"

As the five mares approached the armored stallion encampment, the stallions bowed in respect, to the mares from Queen Majesty's court. It was then, that several of the officers in the corps broke rank.

"Bow Tie!" Sunburst, a yellow male earth pony, ran to Bow Tie and hugged her. "We heard you'd left Dream Castle, and we feared the worst!"

"Sunburst, you big lug!" Bow Tie greeted her mate with a grin. "We went on a mission for the queen! You know fully well Twilight and the rest of us can take care of ourselves!"

"Firefly!" A lavender Pegasus stallion dive- bombed Firefly, knocking her to the ground, and started licking her face. "The others said you were dead... but I knew you were ok!"

"Down, hubby, down!" Firefly replied, laughing. "Not in front of the other mares, Thundercloud!"

"Hi Medley..." Ice Crystal, a timid Green Pegasus said, pawing at the grass with his hoof. "It's... good to see you again. Is Baby Medley okay?"

"Oh, hi Icy!" Medley replied, smiling gently. "Our daughter is all right, she's safe at the Castle."

Seeing the other mares with their spouses, Twilight looked around. It wasn't very often the mares got to even see their mates, let alone spend any time with them. "Hey... has anyone seen Tornado?"

"Sorry, Lady Twilight." Sunburst told her, as Bow Tie nuzzled him. "The Queen sent your husband on a mission to the human kingdom."

"Oh, I didn't know that." Twilight sighed sadly, trying to hide her disappointment. "I suppose I'll see him later."

"Hey, has anybody seen Applejack?" Lightning, an orange earth pony with a blonds mane, asked. "I can't find my wife anywhere."

"I think that was her I saw heading off towards the Moochick's home, when the other girls arrived." Ice Crrstal replied, his hooves cradling Medley.  
>"What in Ponyland could she want at that old wizard's house?" Thundercloud asked, as Firefly licked him.<p>

Twilight thought for a moment... then she remembered their conversation about time at the Royal paradise. "By the great Horsemaster... she wouldn't..."

Twilight galloped off at top speed, racing towards the Moochick's mushromp.

It didn't take long to catch up to Applejack, she wasn't trotting very fast. She stopped as Twilight came to a stop behind her.  
>"Applejack! What do you think you're doing?" She asked, nearly out of breath.<p>

"I'm going to have the Moochick cast a spell, that will let me talk to my old self in the past." Applejack replied coldly. "I gotta warn Twilight Sparkle and the others what's gonna happen, so Equestria won't fall."

"But you'll kill us all!" Twilight shrieked. "Your daughter... your husband... Bow Tie... Medley... all of us, we'll all be erased from existence!"

Applejack moved so quickly, that Twilight never saw the kick to the head that sent her tumbling to the ground.

"I'm sorry Twi, but I can't risk you casting a spell to stop me." She looked down at the barely conscious Twilight.

As she slipped in and out, Twilight remembered how Applejack had been tainted by the rainbow of darkness the last time they had faced Tirek.

"Applejack... stop... you're... not yourself..."

"This generation doesn't deserve to live, Twilight." Applejack snorted. "Equestria was a golden civilization, with more depth than this shallow society. There the graves of your kin are desecrated, and monsters don't roam freely while an ineffective queen does nothing. This dark age has gotta end, Twi, and I'm gonna be the one to end it."

"And what would Twilight Sparkle say about that, AJ?"

Applejack turned around quickly, and saw aa small purple dragon standing there.

"Spike?" She asked in shock. "But... how do you know bout-"

"You're not the only survivor of Equestria, Applejack." The small dragon crossed his arms. "I've been playing dumb for years in front of all these Ponyland ponies, but I will stop you any way I have to." Smoke came out of the tiny dragon's nostrils. "Twilight Sparkle...Rainbow Dash... Pinkie Pie... Rarity..." He choked that last name out. "None of them would have wanted this. This isn't right Applejack, and you know it."

"Get out of mah way Spike." Applejack snorted, reverting to her old accent. "Ah don't wanna hurt ya'll."

"Trust me AJ, I won't be the one to get hurt."

Applejack galloped towards the dragon at top speed, but was stopped was by a quick stream of fire. Applejack reared up, and galloped back, only to find Twilight awake again.

"ENOUGH APPLEJACK! I'm sick of hearing how great and glorious Equestria was!" She yelled, her horn glowing with magic. "I don't care how amazing the Equestrian ponies were, or how much better you think thier generation was than we are... OUR GENERATION OF PONIES DESERVES TO LIVE!"

As Twilight's horn charged up, Applejack swore she could see Twilight Sparkle's refection in the young unicorn's angry eyes. It stopped the earth pony in her tracks. A mighty blast of energy fired out her horn, and sent the orange earthpony flying back several yards, and slamming into the dirt.

"AJ!" Twilight shrieked, running up to her. "I'm so sorry, Applejack!"

"Is she all right?" Spike asked, rushing to the fallen earth pony's side.

"She's all right, just unconscious." She checked Applejack with her horn. "Remember how when we first faced Tirek, how Applejack was one of the ponies the Rainbow of darkness turned into a dragon?"

"Some of the residual darkness was still inside of her, imparing her judgement." The dragon finished, shaking his head. "I really hate mind control."

"So you were playing dumb with us for years, huh?" Twilight looked over at Spike. "Let me guess, you're a Equestrian survior too, huh?"

"How long do you think a baby dragon lives, considering the fact our kind can sleep for over a century?" The baby dragon chuckled. "Tirek held me prisoner for centuries, until you ponies and Megan rescued me. Where do you thnk I learned to play dumb in the first place?"

"You put on a convincing act." Twilight told her with a smirk. "Now, help me get Applejack up. We need to get her back to the army encampment."


	15. Chapter 15

_Now..._

"Look, she's waking up!"

"Ohhhh my my my! Looks like my 'up and at 'em' spell did quite the charm!"

Applejack's eyes flickered open, and she blinked to adjust to the bright light. Looking around, the orange earth pony noticed she was in a small room, filled with gnome-sized furniture. AJ then noticed Twilight and Spike standing over her, concerned looks on their faces.

"Ugh..." She groaned, her voice having lost it's accent, and returned to it's modern nasal twang. "Somebody get the number of that apple truck that ran me over?"

"Applejack! You're alright!" Twilight hugged her Tightly. "I was so worried I had hurt you!"

"Awww, AJ's tougher than that!" Spike added with a grin, "She could get stepped on by a dragon and gallop away without a scratch!"

"Thanks for the compliment, Spike." Applejack chuckled. "But I really wouldn't want to test that at my age!"

"Ahh, nonsense my dear! Your advanced age has left you tougher than you think!" A small, bearded gnome in a green outfit and hat, slowly walked up to her. His hair was as white as the new fallen snow, his ancient form learning on a gnarled staff . "And my healing spells should have you up and feeling better in no time!"

"Mr. Moochick! I should have realized this was your place!" Applejack greeted him. "But how did I get to your mushromp?"

"The moochick found us outside his home after your...uh... accident." Twilight answered sheepishly. "We were going to take you back to the army camp, but he insisted we take you inside."

"Accident? what..." It all came back to her in a rush. "TWILIGHT! Great horsemaster, I almost killed you! I almost killed our friends!" Tears welled up in her eyes. "I almost murdered my husband... and my little girl..."The traumatized earth pony broke down crying.

"Applejack, listen to me, it wasn't your fault." Twilight told her friend, "The rainbow of darkness was still affecting your brain. You had no control over what you were doing."

"Ahhh, you would have realized that, had you been practicing that detect evil spell I had taught you," The moochick chided her.

"Hey, she's kinda helping a traumatized friend right now, Moochick!" Spike complained. "Now's not the best time to criticize her, doncha think?"

"No, spike, he's right." Twilight replied somberly. "As the Moochick student of magic it was my job to keep up on my studies, so I can be of better service to queen Majesty."

"And has that husband of yours been keeping us on his lessons as well, hmmm?" The Moochick asked, stroking his beard.

"With all the work the queen's been giving him, he hardly has any time for me, let alone for his studies." Twilight whinnied sadly.

Sensing her unhappiness, the old wizard changed the subject. "Anyway Twilight, I want you to came over and have a look at this new spell I wish for you to learn."

"All right, ." Twilight looked back at her best friend. "Are you sure your going to be ok now AJ? I can stay here with you, if you like."

"Don't worry about me, Twi. You just try you're best to learn that spell." AJ replied, trying her best to hide her pain and trauma. "It's takes more than a little mind control to get the best of me!"

As Twilight and the Moochick went over to look at a spell book, Spike and Applejack watched her go.

"So studious... so concerned about her studies." Spike commented with chuckle. "Kinda reminds you of somebody, doesn't it?"

"Yeah... she does." Applejack reached for that faint wisp in the back of her hazy, clouded memory... and saw the brief flash of a purple unicorn smiling at her. "She's way more girly and frilly than Twilight Sparkle... but yeah, there's a lot of our old friend in her."

"I gotta admit, when I first saw you with the other ponies during the battle at Midnight Castle, I didn't realize it was you." The small dragon admitted. "I just thought you were a member of the modern Apple family, or something."

"The rest of the Apple family died out two centuries ago. And hey, don't feel bad... I didn't recognize you, ether." AJ pulled herself back up onto her hooves. "But... why are you still a baby dragon, Spike?"

"Dragon's have a six-thousand-year lifespan." Spike replied with a shrug. "And despite our ages, a dragon's size changes based on the size of their horde, and I've avoided amassing a horde. Besides, I've tried my hardest to avoid being greedy. We both knew what happened the last time I got big due to my selfishness."

"Listen Spike, I'm so sorry about you and Rarity..." Applejack told him.

"Awww, don't worry about it." He waved his arm dismissively. "I'm a dragon, she was a pony... it was only natural she was going to fall for a stallion like she did." Then a sad look spread across his face. "But I did stay in Ponyville after you left, AJ... I stayed with Rarity after her kids grew up, and her mate died." Spike closed his eyes. "I watched, year after year, as her Mane got grayer and grayer. But she was still the same old Rarity in my eyes." Then the young dragon's expression darkened. "But one day after her ninetieth birthday... one night it got cold... and it got rainy...and Rarity was shivering. She asked me to pull the sheet up over her. 'Spike... you're such a dear' she told me. But when I went to wake her up the next morning...she was cold... and quiet..." Spike couldn't bring himself to finish.

"So many sad memories." Applejack replied sadly. "You and I, Spike... we're all that's left."

"Why us, AJ?" The depressed baby dragon. "What's so special about the two of us that we keeps living while all our friends grow old and die?"

Applejack wished she had a response for the baby dragon… but as she looked into his saddened, weary eyes... the earth pony found that there was really nothing she could say.

After the two finished talking, Twilight cametrotting back over. "Hey, guys! Guess what? The Moochick gave me a new spell that'll let me..."

"Yeah, that's great. Twilight." The depressed AJ sighed.

"We'd better get back to the camp. "Spike agreed.

The two depressed friends shuffled out the door, leaving a confused Twilight behind them.


	16. Chapter 16

__Then..._  
><em>  
><em>"What should I do, what should I do?"<em>

In the darkest hours of the night, Twilight Sparkle lay awake on her bed, thinking over all that had transpired. It had been eight days since she and the others had arrived in Tambleon, and over the past week she and four of her friends had been getting to know these five wonderful stallions they had met here in the extreme cold of the north.

Every day, Twilight was busy in the library with Booker, going over some text or another, and comparing notes on their independent research. Fluttershy had spent her week helping Avian care for the wounded and sick birds at the aviary, while Rainbow Dash and Sureshot soared high above the skies of the town each morning. Rarity spent all of her free time in Slick's shop, and had prepared a whole new line of dresses for him to sell. And every evening, the couples would gather at the tavern, to watch Pinkie and Hopper put on the new show that they had rehearsed every day together.

Twilight and her friends were happier than they had ever been. And yet... it was her job to report back to Princess Celestia, her teacher and mentor, what she had found here in the laboratory Princess Luna had established in Tambelon. But when the Princess found out about the sea ponies and flutter ponies... Booker might be in big trouble for his part in all of this! She was unwavering in her devotion to Celestia, but she couldn't let something bad happen to this stallion she was coming to care a great deal for!

"_Celestia's my teacher, she'll_ _understand."_ Twilight Sparkle told herself. _"She'll realize Booker didn't do anything wrong.. she won't hurt my stallion..."_

Having reassured herself, the purple unicorn mare closed her eyes, and tried to go back to sleep.

The evening's peace in the city of Tambleon, was shattered by a loud howl outside the city's walls. Everypony in the city woke and the sound, and the terrible sounds of struggle that followed.

"Girls! Wake up!" Rainbow Dash yelled, looking out the window. "There's something going on out there!"

"Rainbow, it's four in the morning!" Rarity grumbled, levitating her sheets off. "What could possibly be-"

"She's right! I hear yelling out there!" Twilight Sparkle yelled, galloping out the door after the blue Pegasus. "Come on, girls!"

"Great, there goes my beauty sleep." The white Unicorn complained, trotting out after Twilight.

"I'm scared, Applejack." Fluttershy replied nervously, quivering beneath her sheets. "What if there's something big and mean out there?"

"Come on, Fluttershy!" AJ put her hat on. "If it's a ornery critter, they might need that stare 'o yours!"

The six of them galloped out of their rooms, running past the houses and empty streets, and up onto the city's walls. Many of the guards were up there, and also there were the six stallions they had met only a few days before.

"Girls! Up here!" Sureshot waved them up, as soon as he saw them.

"What are you six doing up this late?" Avian asked, as Fluttershy and Dash flew up beside the two Pegasus Stallions.

"We heard the racket out here, and we came to see what it was." Applejack replied, as she and Pinkie Pie ran up the Steps.

"Take a look down there." Hopper replied, as they all looked to the ground outside the walls.

Three of the town guards were fighting three green... creatures, who stood upright and bipedal, like the Diamond Dogs. The creatures were crudely clothed, and armed with spiked clubs, and bashed against the unicorns' energy shields again and again, even as the Unicorns tried to get a kick in against the brutes.

"What- what the heck are those things?" Rarity shrieked.

"Goblins." Slick replied ominously. "A tribe called the Troggles live in the foothills beyond the Town. Raiding parties occasionally attack the town's walls, but they have yet to get through our defenses."

"Wait, Goblins are real?" Twilight Sparkle asked in shock. "Pony xenobiologists only found trace evidence of their existence!"

"Lets just say certain facts were... omitted from the books." Booker replied shamefully. "To keep the Equestrian citizenry from panicking."

The three Unicorns seemed to be holding their own, until twenty more goblins poured out from the tree line on the horizon. They joined their comrades in bashing on three Unicorn guards shields. The force of the blows finally broke through their concentration, and the beasts swarmed the three guards.

"They're in trouble! We gotta help them!" Rainbow Dash started to fly up, but Shureshot and Avian grabbed her tail in their mouths. It took the two stallion's combined strength to pull her down. "HEY! WHAT'RE YOU TWO DOING!"

"No Dash! It's suicide!" Sureshot yelled, through gritted teeth. "Those goblins have a volley of archerers waiting beyond the tree line!"

"You'd be dead before you reached them!" Avian continued as the two forced her back to the gound. "There's nothing we can do for them now!"

The ponies on the wall could only watch in horror as the goblins gutted the screaming stallions like fish, then carted them back into the tree line. The six mares from Ponyville just stood there in shock.

"You... you didn't even do anything to help 'em!" Applejack snorted angrily. "Y'all didn't even try! What's wrong with you ponies?"

"We lose more stallions trying to stop them, than we end up rescuing!" Bronco snapped back. "Those three fellers were warned not to go outside the gates after dark!"

"They.. they killed them..." Rarity replied, shell shocked at the carnage she had just witnessed. "They're even more vicious than the diamond dogs..."

"You girls have never seen a pony die in battle before, have you?" Hopper asked, looking at the horrified Pinkie Pie. "You've never seen that much blood and carnage."

"This isn't the cozy and safe insular bubble of Equestria, ladies." Bronco Snapped. "There are no parties or friendship problems to solve out here. Those monsters kill, cook, and eat ponies"

Upon hearing that, Pinkie Pie immediately turned green, spun around, and emptied the contents of her stomach over the side of the wall.

"Bronco, shut up!" Avian snacked him in the back oh the head with his hoof. The Pegasus stallion then went over, and tried to comfort Fluttershy... who was curled up in the corner, crying and quivering.

"I wanna go home... I wanna go home... i wanna go home..." She kept sobbing.

Booker looked over the six mares. The toughest of the two, Rainbow Dash and Applejack, seemed to have taken what they had witnessed with a great deal of anger. Rarity seemed shocked but mostly alright, while Pinkie Pie was traumatized into silence, and Fluttershy was terrified to the brink of snapping. The only one he couldn't read was Twilight Sparkle, who trotted down off the wall, and just stared off into space.

"Twilight... are you all right?" He asked in a worried tone, following her down the steps. "Im sorry you all had to see that. We stallions all acted pretty much the same way when we saw goblin savagery for the first time ourselves."

"I've read about battles and killing in books... but I've never seen..." The purple unicorn turned to face Booker. "How can such cruelty even exist? My teacher Princess Celestia always told me that friendship always triumphed over hatred. But this..."

"Goblins are evil creatures, friendship means nothing to them." Booker replied sadly. "Their numbers are nearly limitless. You point elements of harmony at them and blast away, a swarm will come up to replace the ones you just turned to stone. Even the most powerful Unicorn Mage or the bravest Pegasus will be overwhelmed."

"That's why Tambleon was built here." Twilight Sparkle replied. "To act as a buffer for them to throw themselves against. If they got far enough south to the Greyvale pass..."

"They would get though the pass and into Equestria." Booker finished. "Every Pony town and city would be burned to the ground. Ponykind would be powerless against the sheer numbers."

"But Princess Luna or Celestia could-" Twilight Sparkle started to protest, but Booker raised a hoof to stop her.

"My studies show that goblins rally behind a strong and powerful leader." The unicorn stallion adjusted his spectacles. "And I believe there is a much more intelligent and powerful being directing the Troggle tribe's actions. If they are trying to fight thier way into Equestria..."

"They're confident they have a warlord capable of taking on the Princesses." Twilight finished nervously. "But goblins are stupid, right? They may just think they have a leader powerful enough to-"

"Goblins are not the brightest candles in the candelabra, Twilight." Booker replied, shaking his mane. "But stupid, they are not."

"There's got to be a way to beat these monsters without bloodying our species' hooves." Twilight insisted. "Ponykind's existance is based around friendship, Booker! We can't become killers, we just can't!"

"Booker! Twilight!" It was at that moment, that Avian came flying down. "Hopper and Sureshot did something very stupid!"

"And that's unusual how?" Booker said with a sigh. "What is it this time?"

"They felt so bad about letting those uglies kill the guards, they chased after them into the woods." The Pegasus stallion replied.

"Ugh! Stupid stallion masculinity." Booker slammed his hoof into his face. "They're probably trying to impress Pinkie and Fluttershy."

"We'd better go after them." Slick Styles finished, trotting up to the three of them.

"Actually.." Twilight replied. "Maybe my friends could help with that..."

...

Having chased down the fleeing goblin troops, the two foolhardy Stallions were on the ground and wounded. Surrounded by the forms of the dozen or so Troggle tribesmen they had managed to knock unconscious, they could see the circle of fifty remaining goblins closing in on them.

"Well, this is it, old friend." Sureshot groaned, trying to lift his broken wing. "Was nice knowing you."

"Eh, at least I won't have to see your ugly mug anymore." Hopper replied, trying to stand. "Still it's been a blast."

"Ohhh, more stallion meat!" One of the goblins smacked his lips. "Me hungry for dessert!"

But just as the goblins were about to close in, a sonic rainboom sent them flying back.

"W-wha?" Sureshot struggled to stand up. "Rainbow? That you?"

"Less talk, more running!" Came from the blue Pegasus overhead.

At that moment, Applejack came galloping up, ramming into three of the goblins, and sending them flying.

"Thanks for the save, girls!" Hopper replied.

"Y'all get outta here, now!" The orange earth pony replied.

But as they started to flee, a deep guttural growl filled the woods, and the remaining goblins all scurried away.

"Uh oh..." Hopper replied.

"That don't sound too good." Applejack commented.

From the trees, a large grotesque figure began to emerge from the mists. Standing as tall as tallest pine trees, the morbidly obese horror was clad only in a ragged lion skin that barely covered its purple hide. It looked down at the tiny ponies, and greedily smacked it's warty lips.

"Oh, great." Sureshot's voice was shaking. "They have a hungry pet tr_oll..." _


	17. Chapter 17

Chapter 17

Now...

It was nightfall when Applejack, Twilight, and Spike made thier way back to the camp. Most of the lanterns outside the tents were lit, and few ponies were still out and about at this incredibly late hour. One orange earth stallion remained outside his tent, however, and came running towards the three as they entered the camp.

"APPLEJACK!" Lightning screamed, galloping towards the three of them. "Are you all right? Why did you run away from the camp like that?"

"Lighting... I...I.." AJ couldn't find the words to speak, looking down to hide the tears in her eyes, from the loving husband she had almost murdered. Lightning nuzzled the guilt-ridden mare, as Twilight spoke.

"She almost committed a horrible act..." The pink unicorn shook her mane. "But her mind was not her own, she is blameless for what transpired. Lightning, take her back to your tent... and enjoy the precious little time the two of you have together."

The two earth ponies trotted off together, the stallion comforting the guilt-ridden mare. As Twilight and Spike stood in the darkness, Glory and Fireball saw the two of them, as they stepped outside of Fireball's tent.

"Twilight! Spike!" Glory yelled, the two of them trotted up to the unicorn and the dragon. "What're you two doing here?"

"Hi Glory." Twilight greeted her friend. "Hello, General Fireball" She inclined her head towards the purple unicorn with a fireball cutie mark.

"Baroness Twilight" The leader of the Dream Valley army bowed to Twilight, referring to her formal title as Dream Castle's court mage. In Ponyland's matriarchal society, she was Fireball's superior officer. "As per your instructions, I ordered out forces to remain encamped until your return."

"Well done, soldier." Twilight rolled her eyes at Fireball's by-the book soldiering... some ponies never change. "Now, would you please take our dear little dragon friend here, and show him to the mess hall?"

"Of course, m'mam." Fireball replied, giving her a hoof salute. "Right this way, Mister Spike. We have several gemstone delicacies our company chef can prepare."

"Sounds great!" Spike replied. "I'm dying for a Sapphire soufflé!"

As the two of them headed off, Twilight turned to Glory . "So what were you doing while we were gone?"

"What do you think I was doing?" Glory asked, nodding towards the direction Fireball left. "The same thing as Bow Tie, Medley and Firefly. We don't get to see our husbands that often, Twilight."

"Oh...yeah, right." Twilight laughed nervously, trying to hide her blush.

"So what happened with AJ?" Glory finally asked.

"She... she tried to kill us all." Twilight replied grimly. She then told her friend everything that had happened with Applejack and the Moochick.

"Stop Equestria from falling? Erase us from existence? Good grief!" The white unicorn exclaimed. "That would've put a serious crimp in my new years fireworks plans, now wouldn't it?"

"This is no time for your sarcasm, Glory." The pink unicorn snorted. "The fate of all of Ponyland is at stake here!"

"The fate of Ponyland is at stake every week, Twilight." Glory rolled her eyes. "We've handled everything from a bunch of killer flowers, to a trio of witches who could stand in for the three stooges."

"The three who now?" Twilight asked, confused.

"You really should watch the films that Megan brings from the human world." Glory smirked. "Even Queen Majesty shows up for the castle's weekly movie night."

"Look, Tirek could attack us at any time!" Twilight snorted. "The Moochick told me we need to get ready for the fight of our lives."

"Speaking of the Moochick, where is that bearded munchkin?" Glory looked around. "We could sure use his help right about now!"

"He said he had an... old friend he needed to speak with." Twilight shrugged, ignoring the insult to her teacher, and the Dream Valley herd's greatest ally. "Your guess is as good as mine."

"Fat lot of good that wizard does us." Glory complained. "Might as well ask the Bushwoolies for help."

...

Within the ruins of Canterlot, the catlike sorceress Katrina, second in command to Tirek, was looking over the assembled troops. Many of the enemies of ponykind had answered Tirek's call to assemble- from the Diamond Dogs to the griffons, all of those who wanted to see those annoying equines eliminated had come. One thing Katrina could say for the dark lord; he knew how to get results. She had been skeptical about joining him at first, but after he used his rainbow of Darkness to restore a portion of her magic and her youth again, she found it impossible to refuse.

As she looked out over the Castle ramparts, she heard a pair of hooves trotting up behind her.

"Beautiful night up here, isn't it. sweetheart?" The oily voice of an evil zebra hissed in her ear. "Why don't you come in out of the cold?"

"Zeb, you slimy equine." The cat woman hissed. "I see you're back from your ally-gathering misson that our master sent you on. Tell me, how did it go?"

Originally a zebra from the southern continent, Zeb was another who hated the ponies. It was he who had betrayed the Ponies of Bright Valley, helped turn the entire population of Bow Tie's hometown into zombies. After the ponies had defeated him, Tirek had freed the zebra from the Ponyland authorities... in exchange for his servitude.

"Not well, I fear." The rotten zebra hissed. "The Dragons will not fight with us, they are angry we promised all o' the gemstones in ponyland to the diamond dogs ."

"And what did you do about it?" Katrina hissed.

"Aw, we don't need them big lizards, Katrina!" The zebra chuckled. "The Strydons will take care o' the fliyin' ponies just fine!"

As the two villains chortled, they failed to see the small figure of a bearded gnome hobble by on his cane, right in front of them. It didn't hurt, of course, that the wily old wizard had an invisibility spell cloaking his presence, as he made his way towards the throne room.

The wizened old mage passed through the grand gallery. Much to his surprise, Tirek had not only kept, but restored the stain glass the history of Ponyland all the way back to it's beginning, he had been certain they were the first things the horned centaur would have smashed. The old gnome theorized the Dark lord kept the murals around to gloat over what he had destroyed. As he passed in front of the mural depicting Princess Luna, the old mage stared at it for a moment, his eyes lingering... before moving on.

It was then that he came into the ancient throne room. The massive centaur sat upon the ruling seat, that had once belonged to Princess Celestia. As he passed under Tirek's gaze, the dark lord spoke.

"You might as well remove the concealment spell, old man." The great horned centaur rasped. "For I sense your presence though your great magical power."

"Hello, old friend." The old gnome wizard materialized. "I wish I could say it was good to see you again."

"The Moochick of Dream Valley." Tirek snarled. "Why have you come here?"

"To ask you to stop this madness, Tirek." The Moochick leaned on his cane, narrowing his eyes. "Leave the Ponies of Dream Valley be."

"And why do you care about them old man? hm?" The dark lord questioned, his voice dripping like battery acid.

"I have watched over them for many generations now, even as I pretended that I was a senile old wizard." The Moochick replied. "I gave them aid when they needed it, and I cared for them when they were sick."

"And you see them as your children now. Ahhhh..." Tirek mused. "All the more reason to spill their blood across the breadth of Ponyland!"

"Leave them out of this, Tirek!" The Moochick yelled. "This has always been between you and me!"

"I know it was you who gave them the Rainbow of Light!" The horned Centaur roared. "You were the one, who gave them the means to thwart my plans!"

"What happened to you, old friend?" The moochick asked. "You and I learned magic together. You only wanted the best for ponykind then!"

"That was another lifetime, old man, for both of us! We were both diffrent beings then." Tirek gazed down at the Moochick. "Tell me, old man... how does it feel to have hands? To be able to grasp and hold things, as you were unable to do before? Like myself, you took a step closer towards perfection when you changed your form, all those centuries ago!"

The Moochick looked at his hands, and flexed his fingers. Then he looked away. "The Ponies will defeat you, Tirek, once and for all."

"I have assembled a grand army that says otherwise. Before a fortnight has passed, my goblin hordes will feast upon your 'children'." The Dark Lord roared with laughter. "Now Begone, old man! I spare your life now, so that you may watch me destroy all which you hold dear!"

The moochick hobbled away, disappearing into the shadows. As he departed Canterlot, he said a prayer to the horsemaster... for the sake of all ponykind.


	18. Chapter 18

Chapter 18

Then...

"All right, have that crane fit the beam into place, gently now...!"

It was mid-afternoon in the everfree forest, and things were not as quiet as they had been a mere few weeks before. The sounds of hammering, sawing, and machinery could be heard echoing deep through the woods. And the citizens of Ponyville were both confused and unnerved, by the army of construction ponies they had witnessed marching deep into the forest they so feared.

Sky Runner was on a small hill, overlooking the site where those very construction ponies were currently hard at work. Before his eyes, the edifice of the Palace of the Two Sisters was being gutted, and the stone quarried for quick building materials. Inside the hollowed out shell of of the ruin, the new stone walls of Dream Castle began to rise.

The cornerstone of Princess Luna's Dream Valley project, Dream Castle would be the ultimate showpiece of Ponykind's future. The Unicorn Mages were weaving spells into the walls, that would make the castle far larger on the inside that it appeared on the outside. The castle's pastel pink walls and girly exterior, hid state of the art magic fireball cannons, and an energy shield that could even block Discord's most powerful spells.

As he watched the construction below, he could hear the sounds of dynamite explosions behind him. The Pony techs were tunneling out caverns in the mountain behind him, and hollowing out tunnels deep beneath the castle's foundations. These would be converted into laboratories and repair bays, where Luna's mages and scientists could work on new projects. Tambleon was becoming far too dangerous a place for some of the Dream Valley project's experiments, being out beyond the borders of Equestria. The Princess of the night wanted these projects moved closer to home.

"You have done well in your work, our dear Sky Runner." Princess Luna teleported in behind him. "We are well pleased in all that you have accomplished."

"Thank you, Princess." He replied, turning towards her and bowing. "Though I trust there is another reason you have come here besides to praise."

"Unfortunately, thou art correct." Luna shook her mane in dismay. "We hath lost contact with the ponies in Tambleon, and we fear something may have gone amiss there."

""This is troubling news." Sky Runner replied. "Has there not even been any word from Midnight?"

Luna hesitated for a moment, before replying. "We fear Midnight may be at the heart of these matters, given his ill-favored disposition and temperament."

"What?" Sky runner snorted in shock. "Princess! I learned magic with Midnight at university! He would never turn against us!"

"Nevertheless, we wouldst havest thou investigate these matters personally." Luna replied. "We hate to pulleth you away from your work on the rainbow of light, but ..."

"Say no more, Princess." The obsidian unicorn replied with a bow. "I shall go to Tambleon, and determine what is transpiring there."

As Sky runner began to trot away, Luna spoke up again. "There beith one more thing, Sky Runner, that we need to ask you... hast thou been making contact with the gnomes again?"

. "Yes, my Princess, it's true" Sky Runner sighed. "I have been maintaining a correspondence with gnome mages, over my work on the rainbow of light."

"But why? You knoweth it is forbidden for there to be contact with they or the elves!" Luna whinnyed in concern. "The public must not learn of their existence, and we can only protect thee so much!"

"But there is so much we can learn from them!" Sky Runner protested. "Ponkind cannot bury it's head in the sand forever, and the pony populace will learn of their existence sooner or later!"

"Sky Runner...we...'I'... care for thee a great deal, and I do not wish something bad to happen to thee." She trotted over, and nuzzled the stallion who was her court chancellor. "Please... for our sake... be careful, okay?"

"As you wish, Princess." Sky runner replied, shaking his mane. "Ohhhhh my my my, this is a bit outside decorum, is it not?"

"Good Grief, Sky Runner." Princess Luna said with a laugh, licking him. "Thou hast spent so much time amongst the gomes, that thou is starting to sound like one..."

...

"Move it ponies, NOW!"

Rainbow Dash's yell caused all four ponies to scatter, and the gigantic troll brought his massive wooden club down. The blow shattered a tree to splinters, even as the Troll was swinging again.

"Hopper, look out!" Rainbow Dash yelled. The earth pony barely got out of the way, as the club came down with a mighty crash. A third swing almost caught Sureshot, as the troll swung to the left, and he went to the right.

The troll let out a terrifying howl, angry that it's meal was putting up so much of a fight. The four terrified equines moved away to regroup.

"We need to get out of here!" Sureshot exclaimed. "But let's take grusome there down first!"

"Ah have a plan! Sureshot, Dash, y'all distract him in the air!" Applejack snorted. "Hopper, grab that vine over thar, an' help me wrap it around his legs!"

"Got it!" All three ponies said in unison.

"Hey ugly! Bet ya can't catch me! Nyeeeeh!"

Rainbow Dash made a face at the troll, and the beast let out a roar of anger. It swatted this way and that, trying to swat the two Pegasus down. Shureshot and Dash darted to and fro, barely avoiding the monster's vile clutches. At the same time, AJ and Hopper took a long vine from the ground, and stretched it out in front of the troll.

"Now, you two!" Hopper yelled. "Get him to run across the vine!"

The two Pegasus darted forward, and as the beast came forward, it got it's feet tangled. With another horrible yell, the enormous beast came down with a mighty CRASH!

"MOVE! NOW!" Sureshot yelled. The four ponies bolted away as fast as their legs and wings would carry them. But as the four fled, the goblins began firing arrows at them. Several arrows shot straight towards the galloping Hopper... and one struck him right in the flank.

"ARGGGHHHH!" The earth pony stumbled and fell, an arrow sticking out of his left side.

"HOPPER!" Rainbow Dash and Sureshot zipped back, and lifted the injured stallion into the air. They all fled back towards the walls of Tambleon, barely escaping with their lives.

...

Back in the town, Pinkie Pie and Rarity were standing on the wall, waiting for the four of them to return. It wasn't long, before the unicorn saw the apporaching fliers.

"Pinkie, Look!" Rarity called out. "It's Rainbow Dash and Sureshot. And they're carrying..." The unicorn's eyes went wide. "Oh no..."

The two Pegasus flew over wall, and lay the still form of the green earth pony on the street. Pinkie came galloping up.

"Hopper?" she asked timidly, gently nudging him. He made no sign of moving, save a black liquid oozing out of the wound on his backside.

Booker came galloping up, and pulled the arrow out with his teeth.

"Oh scrap!" He yelled, examining the black goo dripping from the arrow tip. "It's been dipped in the sap of a flores flower! The toxin is spreading through his body too quickly!"

"HOPPER!" Pinkie shrieked, her hair deflating to it's flat, depressed 'Pinkemina' style. "NO! NO! NO!"

"Avian, Slick... help me get him to the infirmary." Booker snapped. "The rest of you... stay here!"

Pinkie glared and snorted steam at Booker, snarling. The Stallion merely nodded.

"All right, you can come too. Just don't get in the way."

The three stallions carried him out, as Pinkie trotted along beside them, her eyes never leaving hopper. A few minutes after they had left, Bronco gave out a snort of contempt. "Good grief, she sure is freaking out, over a stallion she met just over a week ago."

"We mares from emotional attachments extremely quickly, it's part of the equine herd instinct." Twilight Sparkle snorted angrily, furious that Bronco had even shot his mouth off. "I became close friends with these five after only knowing them for two days, when we were searching for the elements of Harmony."

"It's even worse fer a Mare who's formin a emotional attachment ta a potential mate ." Applejack glared a him. "Her feller gettin' hurt is enough ta send a mare into insanity."

"That's why we guard our emotions so carefully… and get into relationships so rarely. A stallion wouldn't understand." Twilight snapped, before the two of them trotted off. Bronco just glared after them.

"Sellin you losers out just got a little easier," Bronco muttered under his breath, before trotting off.


	19. Chapter 19

[i]Interlude 2-the Flutter pony/Seapony uprising[/i]

"Attention Ponies...morning recreation period beginning... please exit your quarters in an orderly fashion."

Deep within the Tambelon research laboratory, the inhabitants began to stir as 'morning' came. The Sunstone, the magically created gem that flooded the main chamber with sunlight, lit up. The doors on the cells lining the walls automatically slid open, and the Flutter Ponies and Jewel-eyed ponies within the cells emerged, and began to mill about. At the same time, the Lids on the massive water-filled tanks down on the floor opened, and the sea ponies surfaced, and began swimming around.

From one of the cells, a yellow flutter pony with a pink mane and a flower cutie mark, emerged. Her crystal clear, butterfly-like wings unfolded from her back, and she stretched them out in the warm glow of the sunstone. Shaking her mane, Rosedust trotted out of her cell to greet the day.

She had not always been like this, of course. Originally, she had been Rosedust the earth pony, a successful florist from Manehatten. But when one of the big chain discount stores had drove her little third-generation flower shop out of business, she jumped at the chance to volunteer for Princess Luna's Dream valley program. It promised to pay enough bits to but a new flower shop... and besides, it was better than being out on the street and hungry.

Fifteen months confinement here, and the unicorn mage's experimentation, had led to the creation of these large lovely wings on her back. She was an earth pony no longer, and it saddened her that when she tried to grow flowers in the laboratory's little garden, the soil and plants would no longer respond to her loving touch. But it was during her first few months here, that Rosedust had met her mate, the male flutter pony Dragonfly. And it was from that union that she found new meaning for her cutie mark... something to help nurture and grow, besides her flowers.

"Come on out, little one." She looked back into her cell, gently nudging the small body inside. "It will be all right."

Slowly and timidly, the tiny foal stood up on her wobbly legs, and clumsily stepped out of the cell. The tiny brown pony had large, deep blue eyes, and a small pair of translucent wings on it's back. She was Morning Glory, the first flutter pony foal ever born, and the little darling of the laboratory's mutated population. As Dragonfly trotted over to attend to his daughter, Rosedust flapped her wings, and fluttered down to the lab floor. As she approached, a blue sea pony popped up in the tank to greet her.

"Rosedust! Good morning!" The sea pony Mare greeted her cheerfully. "And how are you fluttering this fine day?"

"Greetings, Sea Swirl." Rosedust replied glumly. "It's the same as always, dull and boring in this dingy old laboratory."

Like herself, Sea Swirl had been a down on her luck mare- a former dolphin trainer at the Trottingham aquarium, who had lost her job when the city cut it's funding for the park. She too had volunteered for the Dream Valley project, and had swapped her unicorn horn for a pair of fins. Sea Swirl didn't seem to miss her old life, though- except for her sister Lyra Heartstrings, whom Sea Swirl told Rosedust now lived in Ponyville.

"Aww, try not to let all this funky jive get ya down, Rosie." Sea Swirl chirped cheerfully. "We did agree ta live in this confinement, ya know! And Luna's payin' us a freakin' fortune!"

"Why... did you just talk like that?" Rosedust asked in a surprised tone.

"I don't know.." Sea Swirl replied blankly. "Another side effect of the transformation?"

"Look, Lyra, I have no problem being cooped up in here myself, but I don't want Morning Glory spending her entire childhood without seeing the [i]actual[/i] sun." Rosedust sighed. "I just hope Luna makes her reveal of us to the public soon, so we can get out of our confinement here."

"[i]Voluntary[/i] confinement." Sea Swirl reminded her. "Again, remember we're here by choice."

"Here by choice!"

"Really!"

"Totally!"

"You bet!"

The two mares discovered that they had been joined at the edge of the tank, by four other experiments that had been made in the laboratory. Four Sentient, two foot tall furballs that the unicorn mages had created as potential pets, for ponies that were allergic to regular fur. They were abandoned as a failure, however, when they had developed a collective consciousness amongst themselves.

"Oh, you four again." Sea Swirl said with a smile. "Did you guys want to play water polo with my sea ponies again?" Sea Swirl asked.

As the herd hierarchy mentality had fallen in amongst the experimental ponies, Sea Swirl had become the leader of the Sea Ponies, and Rosedust the leader of the Flutter ponies. They acted as spokesponies for the two groups to the lab techs.

"Yeah!" all four of the furballs yelled eagerly in unison.

"We're going to have to find a name for you little guys." Rosedust said with a laugh. "We can't keep calling all of you 'furball'."

"Bushwoolie!"

Sea Swirl and Rosedust turned in surprise, to see Morning Glory having walked down to the laboratory floor. As she stood on her wobbly legs, she stared and the four hairy creatures.

"Bushwoolie!" The little foal repeated again.

"Awww, she said her first word!" Sea Swirl said. "How adorable!"

"Bushwoolies!"

"We like it!

"We love it!"

"It's great!"

Rosedust smiled, and nuzzled her daughter. "Then that's what we'll call them, little one."

The little foal giggled, and started to chase the Bushwoolies around her mother's feet.

"It's amazing that she's walking around so early." Sea Swirl said, looking down at the foal from inside the sea pony tank. "Most babies would still be in a stroller that soon after being born."

"Midnight told me Morning Glory is developing more quickly that most foals." Rosedust nuzzled her baby again. "She's mommy's little angel."

...

In another part of the compound, Midnight was preparing a spell to use on his lackey, Bronco.

"Are you sure this is goin' ta work?" Bronco asked Midinght. "They seem a bit too smart to fall for a trick like this, boss."

"It will work, so long as you play your part correctly." Midinght hissed back, his horn glowing. "I've been working on this spell for weeks... it will give you her appearance, voice and body language. All you have to do is say your lines..."

The unicorn mage cast his spell, and Bronco's shape and form shifted and twisted into that of another pony...

...

The next morning, Rosedust awoke as the same time as usual... and immediately realized something was wrong, Looking around her cell... she noticed her baby wasn't there with her.

"M-morning Glory?" She began to grow frantic. "MORNING GLORY!"

Rosedust slammed against the cell door, which didn't seem to budge. In fact, as she looked out at the other cells, she saw the other ponies' cage doors wouldn't open, ethier. On the floor, two unicorns were unraveling a tarp over the sea pony tank, and locking the safety seals on the lid down tight.

With a dawning sense of horror, Rosedust realized their voluntary isolation had now become a prison sentence.

"If you're looking for your foal, she is not here." A white Alicorn said grimly, slowly trotting up to the cell. "She is currently a guest of my unicorn mages."

"P-princess Celestia?" The dumbfounded Rosedust whimpered. "What are you doing here...w-why..."

"You and these others here..." Celestia gestured around to the other cages with her horn. "Are mistakes my sister made in trying to 'improve' the nature of ponykind. You are blemishes of chaos, upon the order I have maintained since Luna and I sealed away Discord... and I will [i]not[/i] suffer your flawed existence to contaminate the perfection that is my Equestria!"

"Your highness, no... please... you can't..." Tears streamed down Rosedust's face. Her whole life, she had idolized the White alicorn of the sun. A poster of the princess had hung on the wall of her room as a filly. Now, that selfsame idol was calling her and her precious filly 'imperfect'. "We are your subjects... you always call us 'your little ponies'..."

"You are my little ponies no longer. You are aberrations, which I intend to purify ponykind of...permanently." Celestia started to trot away. "The child was first, you will all follow!"

"W-wha..." Realizing what the Princess was implying, tears welled up in Rosedust's eyes. Her baby... her life... her joy...

The howls and screams of the agonized mother echoed through the laboratory. As Celestia trotted out the door, a dark smile crossed her face...

...

"R-Rosedust?" Sea Swirl asked, a few hours after Celestia had departed. The sea pony leader had found a duct in the sealed tank's water purifier, and had swam her way up to an open tube near Rosedust's cell. The Flutter pony had been laying on her bed, her face buried in her blankets. The sounds of her mournful sobbing had gradually died away over an hour ago.

"Rosedust, I heard everything... I'm sor..."

"Sea Swirl, tell me something..." Rosedust looked up from her pillow, a cold gaze of steely iron burning from her bloodshot eyes. "... can you and your sea ponies swim up thought the tubes, get to the underwater portions of the lock mechanisms, and open the doors to the cages?"

Sea Swirl thought for a moment, then nodded. "I believe so. but why..."

"Ponykind and our princesses have betrayed us." Rosedust replied, in a voice that sounded half-insane. "I propose an alliance between the sea ponies, and the flutter ponies to escape!"

"Count us in, too." A Jewel-eyed pony in the next cage over agreed. "Celestia will kill us all if we stay here."

"All right. We're in, too." Sea Swirl nodded. "But my sea ponies won't kill any other ponies to escape, Rosedust! They are still our brothers and sisters, and we hope to reconcile with them one day!"

"So be it, then! Once we're out, you jewel-eyed and sea ponies can do what ever you wish. " Rosedust snarled. "But mark my words, we Flutter Ponies will never trust ponykind again! We shall find a place far away to make our home, and woe to Celestia if she dares to threaten us!"

"Rosedust will lead us to Freedom!" Her mate Dragonfly called out from his cell. "She is as a queen! Greater than the two Princesses!"

"ALL HAIL QUEEN ROSEDUST!" The flutter ponies all cried out in unison. "QUEEN ROSEDUST!"

"The flutter ponies are for the flutter ponies." She agreed coldly. "Since the outside world cares naught of us, we will care nothing for outsiders!"

...

The explosion at the laboratory was visible all throughout the city, with ponies running, pointing and screaming at the sight. Midinght and Bronco were watching from several blocks away, and saw the smoke rising from the building.

"Hm, seems like everything's goin' accordin' ta plan." Bronco sneered.

"But we had best be sure." Midnight replied. He stopped a fleeing earth pony lab worker, who was bleeding from a gash on his head. "You... tell me! What has happened back at the lab?"

"Sir! The Flutter Ponies and Sea Ponies have risen in revolt!" He whinnied in terror. "The Flutter Ponies spread poison pollen from their wings... and the sea ponies opened the flood gates out to the river! More than twenty lab ponies are dead!"

Midnight let him go, and he galloped away. "Well, Bronco, there is our distraction. Your Celestia disguise worked like a charm." Midnight Chortled. "Shall we go join Grogar?"

"You go on ahead... I want ta personally finish business with a certain pony." Bronco grinned evilly.

"Very well, Bronco, I'll see you later then." Midnight nodded, and the two stallions went off in separate directions.


	20. Chapter 20

_Chapter 20  
><em>

_now..._

"Are you absolutely certain that you cannot come to our aid?"

Queen Majesty was at Dream Castle, conversing with the other leaders of Ponyland. From the queen's magic mirror hanging on the wall, were projected the holographic images of the rulers of Fort Rainbow Dash, Hoofkaido, and Flutter Valley. The queen was asking her fellow rulers for help, in the coming battle against the forces of Tirek.

"I'm afraid we cannot help you at this time, most honorable Majesty." Snowflake, the Earth pony shogun of Hoofkaido, stated sadly. "The dragons have launched a surprise attack along our eastern border! My Pegasus Samurai and earth pony ninja have their hooves full!"

"Can't you even spare a unicorn shugenja or two?" Majesty pleaded.

"I am sorry, most honorable queen." The pink, kimono-clad mare with the Snowflake cutie mark shook her mane.

"And I'm afraid I cannot be of much help either." Starshine, the Pegasus Margrave of Fort Rainbow Dash, agreed. "My Pegasus hoplites and earth pony centurions are busy dealing with a griffon incursion!"

"Two attacks at once?" Majesty whinnied in surprise. "Almost sounds like a coordinated assault!"

"I'm inclined to agree." The white mare with a rainbow-colored mane, took off her Roman-styled helmet. "I'd bet my golden sun cutie mark that both forces are trying to take advantage of Tirek's coming assault, even if they aren't allied with him."

Majesty looked to Rosedust, queen of the flutter ponies. "And will Flutter Valley come to our aid, if need be?"

"I cannot answer that, Majesty." Rosedust looked down. "Although Dream Valley has saved us times beyond counting, I am still uneasy about helping outsiders."

"But why?" Majesty inquired. "What has the outside world done to your kind, that has vexed you so?"

Rosedust nodded towards the other two leaders, and their holograms vanished... leaving the two queens to talk alone.

"We flutter ponies have a genetic ancestral memory, Majesty, and mine goes all the way back to Rosedust the first." Rosedust narrowed her eyes. "When our tribe was first born, your Princess Celestia betrayed us. She murdered my ancestor's newborn daughter, and tried to exterminate our kind."

"And that memory is as vivid for you, as if it were your own daughter." Majesty replied, understanding. "And you extend that blame onto the rest of ponykind."

"I'm sorry, noble Majesty." Rosdust replied sadly.

"Very well, Rosedust." Majesty Sighed. "You must follow what your conscience tells you, of course."

Rosedust's hologram vanished, and left Majesty alone with her thoughts.

It was then, that North Star returned from her mission to retrieve Megan... only much to the queen's surprise, she returned alone.

"North Star, what is the meaning of this?" The queen asked in a shocked tone. "Where is the human girl?"

"My queen, I come from the human world, with news." The pink Pegasus told her. "Megan could not come to our aid once again. But she did give me... this."

North star held out a familiar, heart-shaped locket.

"The rainbow of Light!" Majesty muttered under her breath. She stared at it a moment, then grabbed the locket from the pink Pegasus. "North Star, go to the treasure vaults, and retrieve my battle armor, and the Crown and robes of my ancestor, Princess Platinum."

"My queen, you can't possibly be thinking of going out to the front!" Masquerade, the yellow Pegasus who was in charge of palace intelligence, pleaded. "Your very life could be in danger out there, and we cannot lose you!"

"If my subjects are risking there lives out there, then I shall be right there beside them!" Majesty responded. "I am no fawning princess, who hides behind walls whist others fight for her! I am a _queen!_and I shall carry the responsibilities of one! I shall take the rainbow of light, and join Twilight and the others on the front!"

At majesty's orders, three earth pony mares- Sundance and Sweet Stuff- were moving the foals and elderly ponies deep into the shelters far under the castle. As the civil defense ponies activated the Castle's magic shield, those equines who remained prepared for the worst.

"I hope they'll be alright out there." Sundance said in a worried tone, as she motioned ponies down into the caverns. "My mate is out there on the front."

"I'm sure he'll be okay, Sundance!" Sweet Stuff replied, her jewel eyes looking over the ponies trotting down the tunnel. "Sweet Celebrations is a tough stallion! But our job is to stay with the poor ponies here!"

Watching the ponies file past her, Sweet Stuff then spotted a little earth foal, sitting over in the corner and sobbing. She trotted over to the crying Baby Cuddles. "It's all right, little one, you're safe here."

"But I scared!" Baby Cuddles whined. "Mommy and daddy go away, while I visiting castle!"

Sweet Stuff frowned. The earth foal's parents must have been at Paradise Estate, meaning she was all alone now. She hugged the filly. "Easy, child... I shall care for you from now on."

"Don't make promises you can't keep, Sweet Stuff!" The white earth mare with the circle of hearts cutie mark complained. "You already got you hooves full with your own daughter!"

Sweet Stuff merely sighed. "This isn't like you, Sundance... and I know you're just being like this because of all the stress we're under. But we need to put that aside now, and concentrate on helping these ponies."

"Fine!" Sundance snapped. "But we'll have this out later!"

As the last of the Ponies trotted down into the shelter, Baby Applejack looked back over her shoulder.

"Mommy...Daddy... Aunty Twilight... please be ok..."

Far away from Dream Castle... the mixed pony/humanoid army was on the move. As they entered the Canterlot Valley, Applejack turned away in sadness, as they passed the Ponyville ruins again.

"You gonna be all right, AJ?" Twilight asked. "I know coming back here must be hard on you."

"I'll be okay, Twi, don't worry about it." She looked back at her past one last time. "Sometimes, it's just hard to let go... and hard to say goodbye."

A tear rolled down her cheek, and Lighting trotted up and nuzzled her. She smiled, and the two of them trotted back up towards the front.

At the head of the army trotted the Pegasus, General Fireball. On his back, rode the human Sir Alonzo- the head knight of King Scorpan's court. A friend of ponykind, the Dream Valley ponies had helped him earn his knighthood, after he had mistakenly tried to slay Spike.

"Were coming upon the ruins of Canterlot Castle, but the hour is growing late!" He looked over to Twilight, the senior ranking pony there. "Lady Firehooves, I suggest a nighttime assault would give us the element of surprise!"

"Neigh, good Alonzo." The unicorn replied. "It's too dangerous, and I won't risk our stallions!"

For the life of her, Twilight couldn't understand why human mares allowed human stallions to run their society. Males were too aggressive, too impulsive, to think logically when tempers flared. No wonder human kingdom was always at war, despite King Scorpan's best efforts.

It was soon they came into the shadow of Canterlot mountain, just beyond the range of the Strydon Patrols.

"Get the tents set up." Twilight ordered Fireball. "I'll send a telepathic to our queen, and King Scorpan's court wizard Moppet, and inform them of our current situation."

"As you command, my lady." Fireball saluted. As the three humanoid races and ponies moved to put the tents up, a group of Pegasus moved to take up the first watch for the night.

"My knights will comply." Sir Alonzo nodded. "Let us pray that nothing happens to us, over the course of the night."


	21. Chapter 21

chapter 21-

_then..._

"YOU SENT SKY RUNNER TO TAMBELON?"

This time, it was Celestia booming in the royal Canterlot voice... a sound not heard in Equestria for several hundred years. Luna had trusted her sister enough to tell her what was going on... and Celestia had reacted just as she had predicted.

"Worry not, our dear sister!" Luna replied. "We hath lost contact with Tambelon, but surely with both our chancellor and the bearers of harmony there, surely-"

"Your chancellor? HA!" Celestia snapped. "Your royal consort, you mean!"

Luna winced at that. "How did you-"

"I'm you're sister, Luna! I know perfectly well you've lifebonded with that unicorn stallion!" The solar princess snorted angrily. "We've discussed this before, and while I don't approve your taking a mortal as a mate, I shall not interfere."

"And... Tambelon?" Luna asked.

"I've read Twilight Sparkle's report. Sea ponies, Jewel-eyed ponies, Flutter ponies..." Celestia stamped her hoof again. "This is your mess, Luna. You made it. I want it cleaned up..._now_." She turned to trot out of Luna's court. "Oh, and no more experiments... the Dream Valley project is _over_."

When Celestia had left, Luna slumped in her throne. Everything she had worked so long and hard on, these past two years... it was all over. Now, she was going to have to find a haven for all of those mutated ponies, as well as the unwanted scientists and researchers who worked on the project. they would need a safe haven outside the borders of Equestria... for they knew too much to return to pony society.

"Aunt Luna?"

Luna's train of thought was interrupted by a pink unicorn, with a fancy hairdo and dress standing at the base of her throne.

"Aunt Luna, can I talk to you?" She asked again.

It was Princess Rosaline Majesty... Prince Blueblood's sister, and the only sensible member of the old unicorn royal bloodline remaining. Something of a hanger-on at court, Rosaline always seemed to find herself in trouble- such as when Element of Harmony bearer Pinkie Pie accosted her at the grand Galloping gala two years ago- but Rosaline always meant well. She was the only other member of the extended royal family that Luna was friends with- treating her affectionately as a niece.

"Yes Rosaline, what is it?" Luna asked dismissively but kindly. "We are kind of busy right now."

"well, I'm sorry to bother you right now, but..." Rosaline looked down. "You see, I have all this royal training in etiquette and protocol... and all this training on politics and matters of state." She looked back up at Luna. "I really want to do my royal duty to help ponykind, but I'm only a trinket at court..."

"So thou wishest us to givest thou a position to help ponykind, and perform thy royal duties..."

Luna thought for a moment... With her experiments terminated,the recently finished Dream Castle was now useless to her... Situated in the Everfree forest, the entire valley Dream Castle stood in was outside the borders of Equestria, so a pony settlement there would be politically independent of Celestia and herself. It would also be a perfect place for the mutated ponies and Tambleon refugees to settle.

"Tell us, fair niece Rosaline." Luna asked her. "How wouldst thou like to rule thine own kingdom... as Queen?"

"Me? A QUEEN!" Rosaline Whinnied in shock. "Aunt Luna, I would be ever so grateful..."

"Then we haveth the perfect place for thee." Luna exclaimed. "A newly established settlement, out beyond Equestria's borders. It shall be yours to rule as you see fit, and we give it to you freely."

"Thank you.. thank you so much! I swear I shall be a just and loving queen to all of my subjects! Both I, and all the queens who follow in my bloodline!" Tears welled up in Princess Rosaline's eyes. "Tell me... Do I get my own palace? And what is my new kingdom called?"

"Thy palace is called Dream Castle." Princess Luna replied. "And thy new kingdom... it shall be called Dream Valley."

...

Hopper lay upon a bed in the Tambelon clinic, hooked up to several machines, and barely hanging on to life. Pinkamina Pie sat on the floor next to the bed, her chin resting on the edge. Her eyes were stained from the tears she had been crying for the past few hours, and she was entirely unresponsive when any of her friends tried to talk to her.

"How's he going to be?" Rarity, who was standing in the doorway, asked.

"Booker tells me he will there has been considerable damage to his nervous system due to the poison." Slick replied, trotting up behind her. "He may never be the same again."

"Pinkie seems so upset." The element of generosity bearer replied, her eyes watering. "I wish there was something I could do for her."

"The lifebond is a powerful thing." Slick shook his mane. "The love two special someponys have for one other..."

"...The two become one, in mind and spirit ..." Rarity continued, quoting the ancient lyric, that every romantic pony knew by heart. "...each a part of the other..one not wanting to go one without the other..."

At that moment, both unicorns felt the pull of each others minds, as the lifebond pulled them together. Neither Rarity nor Slick resisted it.

"You know, I was thinking about closing up my shop here in Tambelon, moving someplace warmer." He moved closer to Rarity. "Think they're might be room for a tailor's shop in the back of the Carrousel boutique?"

She gently nuzzled him. "We could build an annex, darling."

...

Out in the waiting room, Fluttershy and Avian sat beside each other, waiting for news on Hopper.

"Oh dear, I hope he'll be all right... "Fluttershy said sadly.

"Hopper has been though worse scrapes than this." Avian reassured her. "It'll take more than a little poison to put him down."

"He's lucky to have Pinkie Pie to take care of him now." The gentle yellow Pegasus responded. "Just like we take care of our animals."

Avian thought for a moment. Steadying himself, he got ready to speak his mind. "I think it wonderful, the gentle and tender care you give your animals friends." He face turned a slight red as he spoke. "But Fluttershy... wouldn't you maybe... just maybe... like somepony to take care of you too?"

Fluttershy looked at him for a moment, before realization dawned on her. "O-oh my!..." Her face blushed a deep shade of beet red, and she started making incomprehensible squeaking noises.

"Fluttershy, it's okay." Avain put a comforting wing around her. "it's going to be all right."

Both of them felt the lifebond flood their minds. As two ponies minds became one, Avian nuzzled her. "I love you... my little pony."

"Oh, I love you too, Avian." She rested her head against his. "And don't you worry... I'll take really good care of you, too."

...

"Oh ponyfeathers! All this waiting stinks!" Rainbow Dash flew in circles over Tambelon, trying to hide her frustration and worry. "If anything happens to hopper, I swear I'll beak those goblins in half... one for each of Pinkie Pie's tears!"

"Oh, they'll pay for hurting my little buddy, all right!" Sureshot agreed angrily, doing a loop around Rainbow Dash. "I'll make those green ghouls wish they had never come near Tambleon!"

"You're really loyal to your friends, Sureshot. That's so awesome." The blue Pegasus flew up to face him. "I think you're the coolest stallion I've ever met." She said, smiling at him.

"And I think you're the coolest mare I've ever met." He replied, smiling all goofy back. Suddenly, he realized what he was doing. "Oh... er..." Turning away, he flew in another loop. "So... you're going to leave Ponyville eventually, and go join the wonderbolts, huh?"

"You bet! I've always dreamed of Joining em! It's what I wanted it more than anything! " She replied, flying in another loop. "I'm gonna prove to everpony, that I'm the best flyer in all of Equestria!

"Oh, wow..." Shuershot slowed down, landing on a roof top. "You'll be the best ever, no doubt about it." His wings drooped. "Maybe I can come to your shows... might even get your autograph." He looked away sullenly.

"Huh?" Rainbow Dash looked down at him, confused. "What are you..." Suddenly, her face turned angry. "_You featherbrain!_You'll be right there with me!" She dived bombed him on the roof, landing on top of Sureshot, and pinning him on his back. "What good is bein' the next Spitfire, if ya don't have a Soarin by your side?"

Sureshot looked up at her in surprise. "But...but I thought you said..."

"I said it _was_what I wanted more than anything." She grinned at him again. "Doesn't mean it is now."

She licked his face playfully, and he reached up and kissed her. They both smiled as the lifebond formed between them.

"Besides, you don't want the foals we'll have someday, thinkin' their dad isn't as cool as their mom, do ya?"

...

Booker was pacing the floor, shaking his mane as he trotted.

"This is all my fault. I never should have let them transfer up here with me." The unicorn scientist muttered to himself. "This never would have happened to Hopper, if It weren't for my stupidity!"

"Booker! Snap out of it!" Twilight stamped her hoof in front of him. "Get a grip! You're no help to Hopper or anypony this way!"

"I know, I know!" He snorted angrily. "But if I hadn't-"

"Get it through your head, you thick stallion... THIS WASN'T YOUR FAULT!" She levitated the glasses off his face, and looked him directly in the eyes. "Hopper's the one who ran out there and got himself hurt... so stop blaming yourself!"

"I suppose you're right." He wearily rubbed his eyes with his hoof. As he looked up, he noticed Fluttershy and Avian snuggled up together on the other side of the waiting room. "Would you look at that? I guess nothing does bring ponies together like a crisis."

"The lifebond." Twilight sparkle replied, looking at the couple. "No matter how many books I read on it, it's still a mystery to me."

"A pony mentally and spiritually bonds with their one true love, when they meet that special somepony." Booker sighed, quoting a pony biology textbook. "Formed only once in a pony's life, without a lifebond... a stallion and a mare can't-"

"It just one of the oddities of our species." Twilight stated, trying to hide the red in her cheeks. "Best not to dwell on it."

"But how does a mare know she's not ending up with a bad stallion?" Booker wondered aloud.

"Trust me... our instincts let us tell the good eggs from the bad." Twilight shook her mane. "Now can we change the subject, please?"

"All right." Booker chuckled. "So, are you going to send your report off to Celestia soon?"

"Yeah, about that..." Twilight replied with a nervous laugh. "I already sent the report... and I told her everything."

"You did WHAT?" Booker yelled in shock. "Twilight! What have you done?"

"I'm not going to lie to my teacher, and our princess! Besides, I told her you're innocent!" She turned away. "Booker... do you think... if I could arrange it with Celestia... that you might come back to help me with my research on my research on the magic of friendship in Ponyville?"

"I'll... think about it." Booker replied simply. As he walked away, Booker didn't notice that Twilight looked like she was about to cry.

...

Sitting off by herself, Applejack grumbled. "Whad ah ever come along on this stupid jawb?" Between Hopper getting himself hurt, and none of the other girls paying attention to their task here in Tambelon, things really couldn't get much worse. Oh, the fact that everypony else had found that special somepony up here wasn't really hurting her... but it wasn't really helping things, either.

_"Great, it'll be a thousand years fore ah get a feller."_She chuckled to herself sarcastically.

It was at that pointy, that a large explosion suddenly rocked the whole town. Ponies were suddenly screaming, and fleeing in every direction.

"What in Tarnation?" AJ yelled in shock. To her horror, she then noticed a large plume of smoke, rising from a wrecked building on the other side of the city.

"Great Celestia! The laboratory!" Seeing the damage, Applejack turned tail, and galloped inside to get her friends.


	22. Chapter 22

_chapter 22_

_Then..._

The explosions rocked the city, drawing everypony's attention. Chaos soon erupted everywhere, with Ponies panicking and running in every direction. The Escapees, meanwhile, took every possible exit out of the city- the Flutter Ponies flew over the wall, and the sea ponies swam down the river. Many of the Twinkle-eyed ponies merely stole sunglasses from shops abandoned in the panic, slipped them on, and disappeared into the crowds.

AJ came galloping back to the infirmary, where she saw Twilight coming outside.

"Twi, what the hay happened?" AJ demanded. "There was that loud kaboom, then they whole city's actin crazier than a pony caught in a buffalo stampede!"

"I don't know!" She replied. "I just heard that noise, and came outside to see what all the commotion was!"

"Indeed, what was all that racket?" Booker then came trotting out. He looked over at Twilight, and she flashed him a look that said they'd talk later.

"That explosion came from the lab!" Avian exclaimed, as he and Fluttershy came out of the clinic. "Something must've happened over there!"

"Oh, my!" Fluttershy exclaimed, looking at the billowing smoke. "That looks positively horrible!"

"You're not kiddin'!" Rainbow Dash came in for a landing. "Sureshot and I were flyin' over the place- and everything's gone totally nuts!"

"The Mutant ponies have risen in rebellion!" Sureshot agreed, coming in for a landing beside her. "They've already killed several ponies, and are fleeing the city!"

"What!" Booker replied incredulously. "Why in Equestria would they-"

"Booker..." Slick came trotting up, with Rarity beside him. "I met one of the delirious lab techs who was brought into the infirmary a few minutes ago... babbling about a Flutter pony foal being put down, and Princess Celestia ordering the mutants exterminated."

"Now wait a minute!" Twilight Sparkle whinnied angrily . "My teacher would never do something like THAT!"

"I heard it too, darling." Rarity shook her mane. "Much as I don't want to believe it."

The six ponies all began arguing amongst themselves, except Booker.

"The only one who had that kind of access to the lab was.." The wheels in his head turned quickly... he remembered the disguise spell a certain unicorn had been researching in the lab... and all the pieces fell into place. "Oh no, Midnight...but why would he..."

"Everypony! STOP FIGHTING!" Booker yelled. "Celestia didn't doing anything, this whole thing is a set up!"

"Wait, how can you be sure of that?" Twilight asked him.

"I'll explain later!" Booker told her. "Avian! Sureshot! Take to skies! Help the other Pegasus round up those flutter ponies!"

"You got it!" The two Pegasus stallion replied in unison, heading for the skies.

"If this is a crisis, and Shureshot's going up..." Rainbow Dash flew upwards. "I'm going with 'em!"

"Avian! Wait for me!" Fluttershy flew up beside him. "I want to make sure you'll be careful!" The four Pegasus vanished into the clouds.

"She's already starting to mother him, like she does her critters." AJ said with a laugh.

Booker looked to Slick. "Go find Midnight and Bronco, I have a feeling that those two have a hoof in this!"

"Wait...Midnight?" Twilight looked confused. "The unicorn researcher from the University? Who wrote the treatise on the Penna?"

"Hey! Ah know him!" Applejack said in surprise. "He lived in Ponyville before y'all came, Twi! He's Ditzy Doo's feller!"

"He's been working here at the labs for the past few years." Booker explained. "The rest of us have always been suspicious of him."

Twilight turned to Aj and Rarity. "You two go with him. Find those two rotten stallions."

The two mares nodded, and the three of them galloped off.

"What about Pinkie Pie?" Booker asked.

"She won't leave Hopper's side, until he can stand up again." Twilight replied. "Those two are safer in there, anyway."

Booker nodded. "Then I'm heading towards the labs. There are too many dangerous artifacts there that could fall into less than noble hands!"

He started off at a gallop, and heard Twilight coming up behind him. "Booker, I'm coming with you, I can help!"

He merely nodded, and the two of them galloped off towards the laboratory.

...

High in the Skies, the Pegasus guard units closed in on the fleeing Flutter ponies. Rainbow Dash and Sureshot raced out in front of the herd, shooting straight towards the mutant runaways.

"Hey, get back here, you Flutterbrains!" Rainbow Dash said, closing in on them.

"Rosedust! They're gaining on us!" Dragonfly yelled up at his mate.

"That's what they think!" Rosedust replied, turning to face the oncoming Pegasus. "Time to show them our secret weapon!"

At Rosedust's signal, all of the Flutter ponies turned to face there pursuers in midair.

"Hey wait!" Sureshot asked, puzzled. "What are they doing?"

"SHIFT TO UTTER FLUTTER!" Rosedust whinnied loudly. The flutter ponies wings began to flap at super speed.

"Utter Flutter?" Rainbow Dash asked. "What the heck is-"

BOOM! A wave of sheer force, a thousand times as powerful as a sonic rainboom, flew out from the flutter ponies wings. It hit all of the Pegasus, including Rainbow Dash and Sureshot, and sent them slamming back into the ground.

"Ahh Avian!" Fluttershy wailed, as the force sent her downward.

"Fluttershy!" He yelled back, diving to catch her. Unable to stop either of their descents, he positioned himself underneath her, to absorb the burnt of the impact.

"Avian, no!" She shrieked

KABOOM! The blast hit the ground in full force, sending a shockwave across the city. Windows were blasted out of buildings, and ponies's eardrums were blown out, causing them to grab their bleeding ears in pain.

"They'll keep them off our tails." The satisfied Queen Rosedust smirked. Seeing two of her flutter ponies carrying the Sunstone, which they had stolen from the lab, she motioned for all of her subjects to follow her.

"To the south, my Flutter Ponies!" She Whinnied triumphantly. "With the power of the Sunstone, we shall find an uninhabited valley to remake into a paradise!"

The Flutter Ponies cheered, and followed their queen up and away from Tambelon, leaving their ties to the rest of Ponykind behind them.

On the streets below, lay the unconscious forms of dozens of downed Pegasus- Fluttershy, Rainbow Dash and their stallions among them.

...

On a hill above the Town, Grogar and Midnight watched the chaos in the city unfolded.

"Your time has come, my lord!" Midnight told the giant goat. "You must strike, quickly and decisively!"

"Excellent work, Midnight!" Grogar hissed, turning towards his band of followers. "Trolls! Goblins! Forward! Lay waste to the twenty thousand Ponies of Tambelon!"

The monstrous hordes poured down on the unsuspecting city, bent on wetting their blades with equine blood.

...

"Ohhh... my head..."

Slick, Applejack, and Rarity were pulling themselves back up on their hooves, having been knocked down by the sheer force of the blast. They had been running thought the crowded streets, searching for their quarry, when the blast had knocked all three of them to the ground.

"Are you two ladies all right?" Slick asked the girls, shaking the dust out of his mane.

"I'm all right, darling." Rarity straightened her mane out. "Though my hair will never be the same."

"Looks like somethin' knocked everypony down." The earth pony noticed several other ponies pulling themselves back up, and shaking their manes. "We should make sure all these other ponies are all raight!"

Suddenly, Slick's ears perked up. "Wait, what's that sound?"

The other two listened, and quickly heard the sound of a growing rumble, as the ground began to shake.

"Something's coming..." Rarity said quietly, as she felt both her and Slick's tension rising.

Everything was silent for a few seconds, before the city's wall suddenly exploded inward. A swarm of goblins and Trolls poured through the opening, and began spilling out all over the streets.

"Everpony, Run!" Rarity shrieked,

Every equine that could stand, began fleeing in every direction. Bringing their blades and arrows to bear, the monsters began to hack, stab and cut down every pony in their path. Blood and limbs flew in every direction, and many foals barely had time to scream before they died. One screaming Pegasus was picked up by a troll, and had her head bitten off.

The two unicorns and one earth pony galloped as fast as their hooves could carry them. Slowed down by the fleeing herd of terrified equines, a troll managed to catch up with them.

"Rarity, look out!" Slick Styles whinnied, as the troll scooped her up. Slick charged at the beast's leg, only to be lifted by his hind legs, and swung around.

"Aieee!" Put my beau down this instant, you savage brute!" Rarity shrieked. "Applejack! Help us!"

AJ galloped towards the troll, only to have a stallion step into her way.

"Ah wouldn't do that, little darlin!" An earth pony in a cowboy hat snorted. "Now jest surrender, if Ya'll don't want them ta get hurt!"

"Bronco, you slimy..." Applejack snorted, while two goblins rushed forth with hoof manacles.

"Awww, ponyfeathers." She grumbled to herself, as she stood down.

...

"Booker, keep running!" Twilight whinnied. "These goblins are everywhere!"

Twilight and Booker had been racing towards the lab, when the swarm of monsters poured onto the street from nowhere. The two of them dodged this way and that, trying to avoid goblin blades. But they soon found themselves surrounded, on all sides.

"Twilight!" Booker yelled, charging up a telekinesis spell. "Let's give these uglies a push in the right direction!"

Nodding, Twilight turned, and the two of them sent a powerful telekinetic blast at their pursuers. The goblins were sent flying backwards, buying the two unicorns some time to hide behind a crumbled wall. The two laid low, as the goblin patrol stood up and ran off in search of their quarry.

"This is terrible!" Booker moaned, looked out from behind the ruins of the city. "Midnight's betrayal has brought this city to ruin!"

"But we can still make a difference!" Twilight said, looking towards the ruins of the lab. "If we can get back there, I'm sure we could find something to drive these monsters back into their holes!"

"What about our friends?" Booker asked. "They're scattered throughout the city. They could be hurt!"

"If there's one thing I know about my friends, it's that they can take care of themselves." Twilight smirked. "And personally, I don't think your buddies are slouches in that department, either."

Booker nodded, but as Twilight started to trot out of hiding, he spoke.

"Twi? Listen... I'm sorry about the way I acted. You were absolutely right to report what you found to the Princess." He sighed. "If Celestia doesn't have me imprisoned for life... I would be honored to join you in Ponyville."

She smiled at him, blushing. "Thank you, Booker, I..." She trailed off, not knowing what to say. Even though Twilight had read hundreds of books about romance, she had never thought about what she's say or do in a situation like this. Neither did Booker, for that matter. Two eggheads with very little actual social experience simply stared at each other for several minutes...

Until Booker acted entirely on impulse, leaned forward, and kissed her.

Twilight felt like a warm current shot through her, electrifying her entire body. It was followed by a wash of emotions she had never felt before, including the sensation she was walking on air. It took the unicorn several moments to pull herself back to reality.

"Ummm... we'd better get on towards the lab..." She said nervously, stepping out of hiding, into the now-empty street,

"What? Oh, yeah." Booker replied sheepishly, following her out of hiding.

It was at that point, as they trotted along stealthily, that Twilight noticed she could feel Booker's concern for her in her mind. Looking over at him, she could see the unicorn stallion grinning at her. She smiled back, thinking of the future they would share together...

...if they got out this thing alive.


	23. Chapter 23

Chapter 23-

_now..._

As the evening sun set over the camp, ponies and people alike set up their tents and started their fires, just beyond the shadow of Canterlot mountain. While Firefly and Medley prepared the evening meals, Thundercloud and Ice Crystal came in for a landing, after their perimeter patrol had ended.

"Hey, you big lug!" Firefly called to her husband. "Get you flank over here, and get some of this soup while it's still hot!" She spooned out a dish of soup from the large kettle, holding the ladle in her mouth.

"Wait, you cooked it?" Thundercloud asked, looking around nervously. "Ummm, I don't think I'm hungry, dear."

"HEY!" The angry mare snorted. "I did NOT spend an hour over this freakin' pot, just so you could go grab something unhealthy from the mess hall!" She flew up and stared him in the eye. "Now sit down and EAT!"

He sat down and stared unhappily at the soup, while Firefly looked on.

"Still seems a little too hot to me." Thundercloud whinnied in desperation. "Why don't we go up for a flight above the camp, and I'll eat it when we get back?"

Firefly narrowed her eyes at him, and he gulped. "Are you _trying _to get me angry, you stubborn stallion?"

At the same time, Ice Crystal Landed next to his wife, who set a Hay and cheese club sandwich in front of him.

"Eat up, dearest." Medley told him, as he sat down to eat.

"Thank you, m'love." He gently nuzzled her in gratitude. As he ate his meal, the two of them noticed the drama going on between the other two Pegasus.

"Why does she do that to him?" Ice Crystal asked. "Couldn't she leave the torture to the enemy?"

"Now that's not fair!" Medley whinnied in protest. "Firefly doesn't get to see him that often, she only wanted to do something nice for him!"

"Couldn't she do something that didn't involved food preparation?" Ice Crystal asked nervously. "The last time she cooked for her family, Baby Firefly was in the clinic for three days with food poisoning."

"I still wish you wouldn't be so harsh on her, Icy!" She whinnied. "Now, why don't you finish that up, and we'll go for a flight together!"

"Great! I've been wanting to try that latest duet you've been working on for the two of us!" Ice Crystal smiled. "We can sing as we fly!"

Ice Crystal quickly his sandwich, and he and Medley left. After they were out of earshot, Thundercloud quickly began devouring the soup.

"Mmm! This stuff is so delicious! Thanks so much, babe!" He downed the entire bowl in a few gulps. "I don't get why you want our daughter and I to pretend your cooking's so horrible! You're make the best soups and sandwiches in Dream Castle!"

"I don't want other ponies thinking I'm goin' all domestic and soft." She told Thundercloud, as he licked and nuzzled her. "I got a tough tomboy reputation to uphold!"

At the same time, Glory and Fireball were sitting near one of the fires, talking to Bow Tie and Sunburst.

"So how's Baby Glory doing in school?" Bow Tie asked. "I've heard there were some behavior problems."

"Nothing we can't handle." Glory reassured her. "I'm sure some of Sundance's complaints about her behavior are... obviously exaggerated."

"I wish I could say the same for Baby Bow Tie." Sunburst sighed. "I wish we could even get her to sit down and eat her vegetables sometimes."

"Were she a colt, I'd recommend Fort Rainbow Dash Military academy." Fireball boasted. "It did wonders for me!"

"Yeah, that's just what we need, Mr. 'by the book' soldier!." Sunburst chuckled. "Another stick in the mud pony!"

"Well, you seem to have the role of the herd's sarcastic stallion covered." Fireball snapped back. "Even though your supposed to be our demolitions expert... though how that ties to your cutie mark is beyond me."

"The sun poking out from behind the clouds symbolizes the burst my explosives make, though clearly your too dense to get that!" Sunburst snorted at the other stallion. "But I wonder, how does a fireball on your flank stand for you being a general? It's seems more like the cutie mark a pyromaniac would have, I would say."

"It symbolizes the burning passion of my devotion to my duty!" Fireball got up in his face. "Just as Thundercloud's cloud represents his unmatched flying skill as our unit's aerial scout, or Ice crystal's crystal stands for his soothing our wounds as the army's field medic."

The two stallions snorted at each other, and stamped their hooves in challenge.

"Whoa! Hold it, you two!" Bow Tie told them. "Save it for the enemy!"

"Stand down, soldier, _now_!" Glory warned. "Or your flank's on the couch for a month!"

The two stallions glared at each other, as their wives each gave a sigh of relief.

"Well, now that we got the testosterone under control here." Bow Tie said. "Who wants some tea?"

Applejack and Lighting were walking outside amongst the tents, when they saw the near- argument that almost broke out between the two stallions.

"Wow, can you believe those two?" Applejack said in disbelief. "No offense, but I'll never understand why those stallions are always angry all the time!"

"Fireball and Sunburst have been at each others throats, ever since we mountain boy ponies were all foals." Lighting sighed. "It's hard to believe I've been friends with both of them, for so long."

"Somethin' wrong, Lightning?" AJ asked, feeling his sadness in her mind.

"It's still really unbelievable that your the _original_ Applejack... and that you're over a thousand years old." Lightning looked down. "I must seem like a little child to your eyes."

The orange earth mare sighed. She _knew _this conversation had been coming, ever since she told Lightning the truth about who she was the other night. "Lightning, I don't think any less of ya because of our age difference. I'm still the same mare you fell in love with."

He looked up at her. "Can... can you still do the voice... and the accent?"

AJ sighed, and cleared her throat. "This what y'all lookin fer, Lightnin'? The rough n' tumble cowgirl from the ol' stories a Equestria?" She let out a cough, before her voice returned to it's non-accented raspy twang. "Oh buck, it hurts my throat to do that anymore."

"All those years, when I was growing up at mountaintop castle... I use to have a crush on the legendary Applejack." The stallion shook his mane. "The cute filly on the tapestry, who always liked going on adventures, and hated frilly stuff. I always dreamed of growing up, and getting a mare like her."

"So you married a lookalike with the same name." AJ's ears drooped. "You fell in love with the image of a mare, instead of the mare herself."

"No, it was a childhood crush." The stallion shook his mane. "I married the mare you are now- the nasally, clumsy pony who picks apples in the Dream Castle courtyard."He nuzzled her. "That's the mare I love."

"Awwww, you're a sweetheart Lightning!" She licked his orange coat. "It's no wonder I waited a thousand years fall in love!"

Lightning let himself enjoy her grooming him for a few minutes, before speaking up. "Much as I like doing this, I do have some armor that needs tempering before the battle tomorrow."

Applejack rolled her eyes- this is what she gets for marrying the Dream Valley blacksmith! "Ill come with you to the smithy, and help you heat up the forge." He smiled, and the two of them trotted off towards the other side of the camp.

It was much to everybody's surprise, then, that a lone figure trotted came out of the darkness. He trotted his way into camp, causing many ponies to drop whatever they were doing, ans stare in shock.

"Y-you..." Lightning said, dumbfounded. "I can't believe you showed up here!"

"About time you showed up." Sunburst replied with a grin.

"Where is Twilight?" The figure asked matter-of factly.

"In the main tent ahead, Sir." Fireball replied with a salute. "And I must say sir, she been waiting for you for an exceptionally long time!"

...

"Baroness Firehooves? You have a visitor."

"Yes, who is it?" Twilight looked up from the maps of the Equestria Valley she was pouring over. "I'm kind of busy right now."

"Too busy to speak to me?" A blue unicorn, with a brown mane, Whirlwind cutie mark, and thick black glasses stepped through the door. "I guess I could always go, and come back when you're not so busy?"

"T-Tornado?" Twilight Shine said in shock. "TORNADO!" The pink mare rushed forward, and embraced the unicorn scholar, nearly knocking him off his hooves. Tears streamed down her face, as she held her husband tightly.

"How- how did you get here?" She asked, finally pulling away. "I heard you were busy on a mission for the queen!"

"When I was at King Scorpan's court, I heard that you were here with the army." He told her, smiling. "I galloped here as soon as I could."

"It's been so long since I've seen you, Tornado." She nuzzled him. "I can't tell you how wonderful it is to be with you again!"

"I missed you, too, my love." He held her. "Tell me, how have you and Ember been?"

"Oh, she's been doing well in school, and I've been keeping up on my spell casting lessons." She looked at him with a grin. "I've learned so much since I last saw you, Tornado."

"I'm sure you have." The scholar pony replied, adjusting his glasses. "I haven't had time to go over any of the spell books the Moochick gave me to read."

"That's not good, dear." Twilight whinnied. "You really should keep up on your spell casting. The moochick was right to be worried you would fall behind in your studies!"

"I know.. it's just things have been very hectic at King Scorpan's court." The blue unicorn sighed. "A few of the human nobles, did not want to get involved in the war against Tirek."

"What?" The pink unicorn asked incredulously. "Did they already forget that he helped rescue their king from Tirek's clutches in the first place?"

"That's how I was able to win them over, though it does seem humans have very short attention spans, at times." Tornado shook his mane. "I've heard you been having fun, too."

"I'd hardly call it fun, Tornado." Twilight rolled her eyes. "I started off a few days ago, wanting to unlock the secret of the fall of Equestria. And here I end up getting involved in a time-spanning crisis that could bring about the pony apocalypse. So yeah, hasn't been easy for me, either."

"Will make it through this together, Twilight. We always have." He nuzzled her reassuringly. "Ever since you first stumbled across me in the Dream Castle library that day, I always felt there was something special about you."

"Speaking of your work at the castle, you really need to finish up your assignment at King Scorpan's court, and come home." She telekenetically folded up the map she had been looking at, and stuck it away in a trunk. "The library and the archives are starting to look like a wreck, and I can only fill in for you for so long."

"But there's more to it than that, isn't there?" Tornado asked, sensing the pain she was trying to hide.

"I know every well you've been volunteering for all of those assignments to foreign courts that the queen has been sending you on." Twilight closed her eyes, and shook her head. "You've been gone for weeks... even months... at a time. Don't you want to see Ember grown up?" Twilight's ears drooped, and she bit her lip. "Don't you want to spend time with me?"

"Twilight, no! That's not it at all!" Tornado whinnied defensively. "It's just... all of the other Stallions are in the military, and they get to travel all over the place. I'm always stuck in my library, and I wanted to get out, and see more of the world."

"You could've asked the queen to let Ember and I go with you." Twilight snorted. "You're not the only one tired of being cooped up all the time."

"I know, Twilight, and I'm really, really sorry." The mountain boy pony licked the side of her face. "I'll never leave you to feel neglected and alone again!"

"Better not." She replied, her mood staring to improve. She then looked, and noticed his satchel was full of books and papers. "My, but you're loaded down with a lot of work there."

"Yeah, I'm so loaded down with work, I even have to carry it with me." He motioned towards the satchel he was wearing. "My latest historical treatise on the economic activity of ancient Phillydelphia is here in my bag, and I've barely had any time to work on it!"

"Here, let me help you." She levitated one of the books out of his satchel. "I can go over them with you, get you caught up..."

"Twilight." She closed the book with his hoof, and looked into her soft eyes. "We haven't seen each other in nearly five months, and we're going into a battle tomorrow that we may not survive." he levitated his glasses off of his face. "Is reading what we really want to be doing right now?"

Twilight Shine looked back at him, smiling mischievously. "Well, it is getting rather late... I guess we could save the books for tomorrow..."

Tornado Firehooves took his wife into his hooves,and two ponies kissed. Twilight magically put out the candle on the table, making the whole tent go dark.

...

"Master, the Ponies are on our doorstep! We must strike now!"

Katrina was kneeling before the dark lord's throne, urging him to take action against the army gathered below. But Tirek was not one to be rushed, and did everything in his own time... according to his own plans.

"Patience, Katrina!" He told the cat woman. "The ponies' doom shall come soon enough! I have already assembled a legion of Minotaurs to deal with them at sunrise!"

"The Minotaurs? You're sending them out to face the ponies?" Katrina slowly smiled. "The foolish equines will be expecting the Troggle hoards, they won't know what hit them!"

"Indeed." Triek growled. "Did you not think I had this planned to the utmost, absolute last detail, Katrina?"

"Of Course, my lord!" Katrina bowed again. "But what of the Troggles, and the other goblin tribes at your command?"

"Precisely!" The large centaur bellowed. "And even as we speak, my goblin armies are moving against the Royal Paradise and Bright Valley! Before the sun sets tomorrow, all of Ponyland shall be mine!"

As the Minotaur Corps marshaled in the courtyard below, the Dark Lord's wicked laughter echoed throughout the Canterlot palace, an ominous omen of the bloodshed to come...


	24. Chapter 24

_Chapter 24_

"Wake up, ya blasted ponies!" A goblin growled, throwing a bucket of water on them. "The master wishes to speak with ye!"

Fluttershy, Rainbow Dash, and Rarity came to... along with their stallions. As they looked around groggily, they noticed they were all in cages, all placed in a semicircle. They also noticed Applejack was also there with them, glaring out of her cage at a dark figure standing in front of them. From the looks of things, the stallions thought to themselves, this looked like a warehouse over in the city's business district.

"Well, I am glad to see that you're all awake." A dark, growling voice rumbled, sending shivers down all six of their spines. "I was afraid you were already dead, when my Troggle guards had brought you in. Not that any of you are going to live long, anyway."

A large, menacing- looking goat towered over the six of them. His eyes radiated dark magic, and his scarred horns looked sharp enough to skewer any one of them.

"Grogar the cruel." Avian snorted. "Warlord of the Purple mountains, and former crime boss of Manehatten. We all know who _you _are."

"So pleased to be recognized." Grogar replied. "I was afraid my reputation amongst Ponykind had diminished."

"You'll never take Tambelon, you overgrown sheep!" Sureshot snapped.

"Oh, I'm afraid I already have, my good stallion!" The warlord sneered. "As we speak, my Troggles are pacifying the last pockets of resistance in the city, and it's only a matter of time before I capture the last two harmony bearers."

"Then what do you want with us, foul villain?" Slick Styles asked the monstrous goat. "Why do you simply not slay us, since you clearly believe we are no threat to you?"

"To enlighten you foolish equines about the true nature of reality" Grogar sneered. "With my victory here, it is the beginning of the end of all that you hold dear. Within a month, my forces will march upon your precious Equestria, and burn it to the ground!"

"You don't stand a chance!" Rainbow Dash laughed. "The Princess and her armies will-"

"-Will be greatly outnumbered by my goblin and troll legions." The goat interrupted. He pointed to the glowing bell around his neck with his hoof. "And as to your precious Princess, I have a little toy here that will make short work of both Celestia and Luna. Without the harmony bearers, Equestria will be helpless!"

"You fiend, is that what you plan to do?" Rarity asked in a dramatic fashion. "Bring an end to ponykind?"

"What? Oh no, Ponykind will survive my assault, of that I have no doubt." Grogar gloated. "What I seek is to bring an end to your kinds most precious of gifts. I am here to be the harbinger of the end, of your sickeningly sweet age of Friendship!"

"Now listen here, you big goat bully!" Fluttershy suddenly stood up, glaring into the goat 's eyes with 'the stare'. "You can't just destroy friendship, no matter how mean and scary you are!"

Grogar glared back with flaming eyes, empowered by the magic of the bell. The stare failing before such magical might, the yellow Pegasus whimpered and slumped to the bottom of her cage.

"Ponykind will survive the death of friendship, but now you'll all become like the rest of us." The warlord sneered. "In this dark age to come, self-interest and a thirst for the blood of your enimes shall become the way of the herd. Equines will radiate a hate so great, even the Windegoes will be sickened and perish by absorbing it!"

"Y'all won't succeed, ya ornery critter!" Applejack snorted. "Twi an' Pinkie are still free, and thar aint' no way ya'll gonna get them!"

"Stupid earth pony!" Grogar roared, vibrating the bars on the cages. "It's only a matter of time before I have the last two harmony bearers! There is no place left in this world for you and your precious friendship!"

The Goat angrily stormed out of the room, leaving the six ponies to themselves.

"T-that monster..." Rarity said in shock. "there is no way we can let him win!"

"We gotta find a way outta here!" Rainbow Dash snorted. "Slick, can you use your magic on the lock?"

"Already tried." He whinnied sadly. "The cages have been magic-proofed."

"Figures." AJ snorted. "Fluttershy, Ya'll think ya could use 'the stare' on one of the goblin guards when they come by?"

"No good." Avian told them, as he tried to comfort the terrified Pony in the cage next to him. "The stare doesn't work on humanoids. Believe me, I've tried."

The other ponies stared at him. "What? You think Fluttershy's the only pony with that ability? How do you think all ponies with animal special talents keep their charges in check?"

"Well. we've _got _to find some way out of here." Sureshot groaned. "We can't just lest this jerk take over equestria!"

"My sentiments exactly!" A mare's voice echoed out.

Suddenly, a ceiling panel was moved out of place above their heads, and a rope was lowered to the floor. Two unicorns slid down the rope to the floor, and quickly dashed over to the cages.

"Twilight!" The mares yelled.

"Booker!" The stallions whinnied.

"How did you two get down here?" Rainbow Dash asked.

"A few stealth spells here, a little sneaking there." Twilight Sparkle smiled. "But we'll talk about that later! Let's get all of you out of here!"

The two ponies soon had all of their friends free, thanks to Booker's skill at lock picking with just his horn. The mares and stallions embraced, as Twilight looked out the exit.

"Girls, I need you all to get the other ponies free, and get them out of town." Twilight instructed. "See if you can get Pinkie Pie on the way out, as well."

"But what about you?" Rarity asked, in a worried tone. "Where are you going?"

"I'm going to go and keep Grogar busy." Twilight replied. "Booker and the Stallions are going to the laboratory to retrieve some kind of weapon he told me about, that will defeat Grogar once, and for all."

The mares all nodded, all but Applejack looked over at their lifemates. All seven of them spoke to each other in unison.

"Be careful."

After the mares had galloped off, Sureshot looked at Booker. "So, what weapon are we going to get from the lab that can overpower that collar bell?"

"Yea, I was wondering about that." Slick replied. "I don't recall you talking about any weapon that could produce magic of that caliber."

"There is no weapon." Booker replied, closing his eyes to hold back the tears. "I am initiating operation 'Bell of Freedom'."

The four Stallions gasped in shock, then looked down sadly. Their hearts sank in their chests, even as they realized what they had to do.

"The girls will get the other ponies out, and keep Grogar and the Troggles distracted." Avian said knowingly. "And after they get out of the city..."

"We send Grogar, his lackeys, and Tambelon outta this world... for good." Sureshot finished.

"It's not fair though, Booker." Slick sighed. "We just met the loves of our lives, and now we have to-"

"Bury your feelings, my friends... don't let your lifebonds give away what we are planning to do." Booker interrupted him. "For the mares would surely stop us, if they knew what we were planning..."

...

The four mares felt a burst of shock and pain from their mates, and almost turned around to rush back to them. But it quickly subsided, and they returned to the task at hoof. But all four felt that the boys were hiding something from them, suppressing their emotions. And all four of the girls swore to themselves they were going to have a long talk with their stallions when this was all over.

After splitting off from Twilight Sparkle, the four mares snuck their way to the former city hall, where all of the prisoners were being kept. Moving quickly, they slipped past the Trolls standing at the entrance, and made their way though the building. They soon found themselves on a walkway above the hall's auditorium, with a Pegasus-eye view of the room below them.

"There they are!" Rarity whispered, looking down at the cages containing the survivors of the goblin and troll massacre in the city. "But how are we going to get past all those guards on patrol?"

"Leave that to me, girls!" Fluttershy whispered proudly, having finally snapped out of her shock. "I know how to take care of those creeps!"

"Oh, and what are you going to do?" Dash asked sarcastically. "Beg and plead with them to leave?"

At that moment, a thousand birds of every color and type suddenly explode into the room, swarming over everything. Too shocked to react, most of the goblins screamed and fled from the hail of pecking and cawing.

"FLY! FLY MY PRETTIES! FLY!" The yellow Pegasus laughed maniacally, standing up on her back hooves. "HAHAHAHAHAHAHAHAHAHAHAAAA!"

The other three mares stared at her, their jaws hanging wide open.

"Oh, well, ummmm..." Fluttershy slunk down, suddenly becoming self-conscious. "Avian had me make friends with most of the birds, and they all got loose during the goblin attack..."

"Good Work, Fluttershy." AJ said with a smirk. "C'mon, girls! Let's get these ponies outta here!"

...

"By the Horsemaster... what has happened here?"

Sky Runner was staring down at Tambelon in shock, seeing the smoke rising from the city. He had just come trotting up over that last mountain... and had been greeted by death and carnage on a level he had never before seen. Even from this distance, he could smell the scent of goblins cooking thier evening meal fires, the odor of the meat roasting on open spits, over roaring flames...

...the smell of roasted pony flesh.

"A beautiful sight, isn't it?" A voice behind him called out. "Grogar and his goblins have done wonders for the city, don't you think, Sky?"

Sky Runner spun around, recognizing the voice.

"Midnight? How did-" His eyes went wide, as realization dawned on him. "WHAT HAVE YOU DONE!"

"I'm so glad I was able to have a part in it!" Midnight chuckled. "Ponykind's perfect future, I mean! Once I stop Grogar's rampage with the rainbow of Darkness... Luna is sure to sit up and take notice of my work! Why, I'll be put in charge of the Dream Valley project, and I will be able to shape the future of ponykind as I see fit!"

Shaking his head, Sky Runner levitated the golden locket off of his neck, and opened it. For the first time, a rainbow-colored band emerged from the locket, glowing with the collective positive energy of every living thing on the planet.

"Oh, you want to bring your rainbow of light into this, eh?" The half-crazed stallion opened the bag around his neck, and a dark-colored band, made up of the world's suffering, emerged. "Light versus dark, let's see who triumphs! BRING IT!"

The two energy bands flew at each other, and exploded in a deadly kaleidoscope of color, as they battled it out in the skies over Tambelon.

...

The Goblins raiding the hospital ignored the flashing patterns of light in the sky. Instead, these scavengers went from room to room, making meals of the remaining staff, and patients too weak to be moved. It was when two goblins came upon a room with a green stallion lying in bed, with a pink mare sitting beside his unconscious form, that they thought they had an easy meal.

"Ohhhh, boy and girl pony!" One of the monsters chuckled. "Good meal! Yum!"

"You know, something occurred to me..."

It was the pink mare that had spoken up, though she hadn't looked at the goblins, but instead was facing the opposite wall. This mare wasn't running, screaming, or crying like the others had... which puzzled the goblins enough, to let her continue.

"...see, it occurred to me that I've always been a nice pony. I always threw parties and acted silly. And I was always able to make friends with every pony, and always able to put a smile on everypony's face, and make everypony happy."

Her voice was as calm as still water, and as cold as frozen ice.

"But you monsters, you'll never be friends with anypony." She stood up straight, still looking at the wall. "You don't want cakes, or parties, or dancing... you just want to be mean. You only smile when you hurt other ponies, like you did the ones I saw you hurt down on the street. And you only laugh when you cut them open and watch them bleed, screaming for mercy while you giggle at their misery."

She turned towards them, and suddenly the goblins were filled with terror. Pinkemina Diane Pie's face was contorted in a look of rage, and her eyes burned with an emotion few Ponies had felt, since the founding of Equestria over two Millennia ago...

_Hate_... not mere anger or indignation- but raw, unrestrained _hate _for the creatures before her.

"You hurt my Hoppy-woppy once with you nasty arrow, and now you want to hurt him again... and me, too." Using her mouth, she picked up a scalpel off of the operating tray before her. "I won't let you hurt my Hopper or me, you big meanie!" Pinkemina dove at one of the goblin's throats, the blade turned outward...

The screams from the hospital room were so horrible, they made the other goblins flee in terror. It was not until the wails of pain and terror had died down, that the soft sobbing of a mare who had never wanted to hurt any living creature could be heard...


	25. Chapter 25

Chapter 25

_Then..._

The Trolls outside of town hall saw the goblins running out in a panic, and go scurrying into the streets. They scratched their heads in dim-witted confusion, unsure of what was going on. Nothing could prepare them, however, for what was about to happen next.

The very ground beneath their feet stared to rumble, as what sounded like a thousand hooves thundered from the building they were guarding. Everything was silent for a moment, before a stampede of ponies suddenly exploded from the doors and windows! Swarming out onto the streets, the vengeful herd attacked every goblin and troll in sight. Earth ponies charged at panicked troggles, running them down, and stomping them to death with their hooves. Unicorns blasted away at the trolls and goblins both- blowing holes in the smaller beasts, while hitting the trolls in the face, while the Pegasus flew under their clumsy feet to trip them up. As each monster was brought down, ponies of all three kinds swarmed over them, stomping and biting their terrified foes to death.

It didn't take long, however, for the surprised goblins and trolls to fight back. The were soon bashing ponies skulls in with clubs and knives, killing as many equines as were killing them. What was left of the city guard, having recovered their weapons and armor, charged in after the civilian ponies. They skewered Trolls on their spears, and hacked away at goblins with their blades. The tide soon turned against Grogar's forces, and the ponies slowly drove the troggle hordes back.

The four harmony bearers came galloping out of the hall, and were horrified at the sight of the blood-filled streets spread out before them.

"T-they're slaughtering them." Rarity muttered, stunned. "The soldiers are actually using their weapons to kill their opponents!"

"T-the Canterlot guards only use their Spears to scare bad guys, or wound them!" Fluttershy whimpered in shock. "This is simply awful!"

"Whaddya think ponies used those weapons for, back before Equestria was made?" Rainbow Dash snorted, looking out at the carnage grimly. "They're simply givin' back the goblins what they did, when they invaded the city!"

"That don't matter right now!" Applejack yelled. "Rainbow Dash, y'all and Rarity need ta lead these ponies tuh the hole in the wall, and get em' outta the city!"

"W-what about me?" Fluttershy asked timidly.

"The battle seems to have moved away from the hospital." Rainbow Dash answered. "You need to fly over there, and get Pinkie Pie and Hopper out!"

"And you, AJ?" Rarity asked.

AJ was about to answer, when she saw a familiar form in a cowboy hat emerge from the mists.

"Hello, darlin!" The cruel cowpony sneered at her. "Ah finally found ya. Miss me?"

"Ah got mah own business ta take care of." AJ snorted, scraping the ground with her hoof angrily. "Now you three get outta here!"

As the other three mares galloped and flew away, the two cowponies glared angrily at each other.

"Ah been watin' for a throwdown with y'all, ya ornery mare." Bronco whinnied furiously.

"I'm gonna whup yer hide boy!" AJ snorted angrily.

The two ponies circled each other, looking for an opening to attack.

...

As chaos reigned in the city below, so did the battle rage in the skies above. The rainbows of light and darkness spun and swirled in the sky like dueling dragons, smashing into each other again and again, creating sparks and flashes as they struggled against each other.

"What's wrong, old friend?" Midnight taunted the other pony, standing across from him on the cliff. "Afraid your precious little toy cannot stand against the power of darkness?"

"Darkness must always give way to light, Midnight!" The white unicorn snapped back. "You've deluded yourself into thinking otherwise!"

The two unicorns were simply staring at each other, sweat trickling from their manes. Each had to pour their entire concentration into controlling their respective rainbow, least their opponents get the advantage. Since they could not battle physically, the two had to settle for sparring with words.

"How could you do it, Midnight?" Sky Runner growled. "How could you sell your own kind down the river to a bunch of barbarians?"

"Progress requires sacrifice." Midnight replied grimly. "What I do is for the greater good of our race, can't you see that?"

In the Sky overhead, Darkness slammed into Light, as the two bows pushed up against each other.

"It's only a matter of time, Sky." Midnight snorted. "The Equestria I fashion from the ashes of Tambelon, will be a better world!"

"Tell that to the thousands of dead ponies, who were slaughtered because of your actions!" Sky whinnied back. "Tell it to their families who will have to bury them!"

"They'll all thank me for the paradise I shall create for them!" Midnight roared. "They'll all see my way is right!"

"And what about Ditzy, Midnight? What about your wife?" Sky Runner drove the final dagger home. "When she finds out what you've done, she'll hate you forever!"

At the Mention of Ditzy Doo's name, the black unicorn's eyes went wide with rage. "AGGGGGGHHHHHHHHHH!"

It was all the opening Sky Runner needed. Spinning around, the white unicorn horse-kicked Midnight with his hind legs, The blow sent him flying high into the air... right into the path of the dueling rainbows.

"SKKKKKKYYYYYYY !" Midnight howled, as the two Rainbows carved into his flesh like meat cleavers. Sky Runner had to turn away, as his opponent tumbled back to the ground. The Rainbow of Darkness, no longer having a will to drive it, flew back into the pouch around Midnight's neck.

"Midnight!":Sky Runner ran up beside the pony he had called friend, only to see a scarred and charred husk of meat that was barely alive laying on the ground. Sky even noticed the two rainbows had burned one of Midnight's eyes out of it's socket.

"I am sorry old friend." Sky Runner whinnied sadly, as the rainbow of light returned to it's locket. "But your mind has been poisoned by that thing. You left me no choice."

The white unicorn levitated a rope out of his bag, and bound the unconscious Midnight up. As he placed a spell casting block enchantment on his vanquished foe, Sky Runner hoped the ponies fighting below were faring just as well.

...

Still groggy and woozy, Hopper's eyes slowly opened to the sight of a hospital room.

"Ungh... That arrow must have been a doozy." Trying to pull himself up to his hooves, the stallion found he was still wobbly. Noticing he was on a hospital bed, Hopper looked around at his surroundings.

"What in the name of Celestia?" To his horror, the stallion noticed the goblin corpses lying on the floor. "Oh flank... the Troggles must have invaded the town!"

It was at that point he heard a mare's sobbing coming from over in the corner. "P-Pinkie Pie? Pinkie?" He stumbled over to her. "Are you ok?"

The pink pony looked up at him, and her eyes went wide. "Hopper!" The weeping mare hugged her lifemate tightly. "I was so afraid you'd never wake up!"

"W-what happened here?" He asked her. But Pinkie's only response was to tear up. He held her tightly in his hooves, even as a yellow Pegasus flew in the window.

"Pinkie! Hopper!" Fluttershy exclaimed as she saw them. Her eyes then went wide at the sight of the two dead goblins. "WHAT HAPPENED HERE?" She shrieked.

"The staff had all run away, and lest us here all alone. I-I had to protect Hopper..." Pinkie Pie said nervously. "I had to protect Hopper.." She burst into tears again.

The stallion quickly realized what had happened. "Pinkie... you did what you had to do... they would have killed us both if you hadn't stopped them."

Fluttershy, already finding herself starting to numb to the shock of seeing such violence, spoke up. "Pinkie, we've got to get out of here! The girls are leading all of the other ponies out of the city! Booker and the stallions are heading for the lab to stop Grogar!"

"They're what?" Hopper whinnied.

"Hopper said something about a weapon, I think." Fluttershy looked at Pinkie Pie. "We need to get out of here, now!"

"Ok, your right. C'mon, Hopper, lets-" She looked, and saw he was already galloping away. "Hopper? Where are you-"

"He 's probably going to help Booker and the others." The yellow Pegasus answered. "Now, we need to go, too!"

"What? NO! Hopper, Come back!" Pinkie tried to charge after him, but the already-exhausted earth pony was dragged along, by a surprisingly strong Fluttershy. "HOPPER!"

...

Bronco and Applejack plowed into each other- biting, whinnying and snorting. AJ reared up, and kicked the stubborn stallion away from her. Pulling away, the two glared at each other again.

"Ya know, it's funny, darlin'." Bronco snorted with fiendish glee. "Midnight n' Grogar are payin me a freakin' fortune ta help them. But personally, I'm doin it just fer fun!"

"You sick monster!" AJ snorted at him. "Ah should rip yer innards out fer all ya done!"

The two charged at each other again. AJ bit him on the side, while he bit her on the flank. Bronco shoved her back again.

"Ah didn't have ta end up like this, ya know!" He snorted. "If ya'll coulda showed me some compassion an' takin a shine ta me like the other mares did to their fellers, ah mighta considered turnin on Grogar an prevented this!"

"Ah didn't treat ya bad cause ah wanted ta be mean, Bronco!" Applejack snorted at him. "Ah treated yah badly cause of yer foul attitude.. an the darkness ah sensed in yer heart!"

The two charged at each other again, both rearing up, and kicking at each other with their front hooves. Both landed a blow on each other at the same time, sending their opponent flying back. But as AJ pulled herself back up to her hooves, Bronco was on her again.

"Ah'll rip yer throat out!" Bronco roared, locking his teeth onto her throat. Blood oozed out of the open wound.

"AAAHHHHH!" The earth mare wailed, trying to shake her opponent off. Struggling against the stronger stallion, she finally spun and kicked him with her rear legs, sending the stallion flying backwards.

"Agrrhhh!" Bronco wailed, as he was sent flying backwards onto the street. "Ah'll kill ya, ya filthy stinkin mare!" He roared. AJ galloped away towards the city wall, with the bloodthirsty stallion in hot pursuit.

On the roof of the Tambelon watchtower, Grogar looked out at the damaged city. This was his first conquest, his first step in subjugating Equestria. On the streets below, the goat could see the swarm of Ponies overwhelm his forces, and make their way towards the opening in the wall.

_"Let them run!"_ The tyrant gloated to himself. _"They will perish sooner or later, as my war against Ponykind spreads!"_

Even as he was gloating, Grogar heard the hoofsteps of a small purple unicorn come up the steps behind him.

"Twilight Sparkle." He grunted. "So glad you could make it to the party."

"Grogar of Manehatten, your reign of terror has come to an end!" Twilight replied, charging up her horn. "I'm here to stop you!"

"Oh how cliched, Miss Sparkle!" The goat tyrant roared with laughter. "But what did I expect from Celestia's sheltered bookworm pet!"

She fired a blast at him, which he easily blocked with an energy shield. Charging energy in his horns, the goat fired a blast back at her, which the unicorn rolled out of the way to avoid. "Is that the best you've got?" Twilight yelled defiantly.

"Not by a long shot!" Grogar howled back. The bell around his neck glowed, as he tore a gargoyle loose off of a nearby building, and sent it hurling at Twilight. She shattered it with a blast from her horn, then tore a chimney free from another roof, and hurled it at him.

"Looks like my magic can keep up with your little toy there!" The purple unicorn snapped back.

Grogar lasted the levitated chimney. "Yes, but for how long?" He countered. The goat fired blast after blast, which Twilight teleported to avoid. She fired off several shots of her own when she had an opening, and one of them actually managed to get though.

"AGGRRAAHH!" The goat tyrant roared, as a blast scorched his side. "Impudent unicorn! I shall splatter your innards all over the Streets of Tambelon!"

The goat released a mighty beam of magic, which Twilight countered with her own blast. The two met in the center of the roof, and pushed back and forth against each other. The purple unicorn strained with all of her might, and for a few moments it looked as if her beam was going to actually reach Grogar.

"End of the road, goat boy!" Twilight whinnied triumphantly.

"That's what you think, Equine!" Grogar snapped back.

But while a unicorn needed to stop and rest to recharge their magic, Grogar's bell seemed relentless and inexhaustible. The goat's dark magic finally overwhelmed the small purple unicorn, and she had to throw up a quick energy shield to protect herself. The force of the blast still send her hurling off of the roof, and tumbling towards the street below.

"Aieee!" Twilight yelled, as she instinctively teleported herself to the street below. She then took off in a gallop towards the spot where the other ponies were fleeing from the city.

"Yes! Run, little pony, run!" Grogar yelled in triumph. "Run, little pony, run! Flee back to your precious princess, and tell her that her doom is nigh!"

_I hope I bought Booker enough time..._ Twilight thought to herself. _"Good luck, my love!"_

...

The five stallions slowly made their way up the steps to the top of the laboratory, fighting off Goblins and trolls as they went. As they began climbing on of the stair flights, Booker and his friends found themselves with goblins coming at them from the front.

"Avian, take care of this!" Booker yelled. The Pegasus bird handler gave a whistle, calling in a pair of phoenixes, who attacked the goblins, and set them ablaze.

"Good job, my friend!" Slick yelled, as the five burning fiends tumbled off the stairs. "But we need to keep moving!"

As they continued up the stairs, they saw several goblins skittering up the walls after them. Reaching into his pouch, Shureshot pulled out a weird looking... mini-canon that he held in his mouth. He fired several rounds of magical shots at the goblins, sending them screaming into the darkness below.

"What the heck is that thing?" Avian asked in confusion.

"Magic Cannon. My grandpa use to use it for trick shooting at the Canterlot rodeo." He slipped it back into his bag. "He taught me how to use it when I was little."

"No wonder they call you 'Sureshot'" Booker replied.

"But it was meant to entertain ponies, not to be a weapon." His ears drooped "I never thought I'd be using my grandpa's gift as a killing tool."

They finally made it to the top, where the large bell hung. "This is it, guys. Time for the final curtain!" Booker looked at all of them. "It's been an honor being friends with all of you!"

They all smiled at him, but they were interrupted by a horde of goblins coming up the stairs.

"Incoming!" Slick yelled. "Extra large swarm!"

"We gotta hold them off!" Avian yelled.

The four stallion attacked the monsters- Slick and Booker with their magic, Avian dive bombing them, and Sureshot with his rifle-like cannon. They were managing to hold the tide back, but it was taking all of their effort.

"I can't get a clear shot at the bell!" Booker yelled, blasting Troggle after Troggle."If I turn away, they'll reach us!"

"Nor can I!" Sureshot kept picking them off.

"Leave it to me!" An earth pony yelled, popping in through the window.

"Hopper!" They yelled in unison. "You're all right!"

"How did he get in through the window?" Slick asked, blowing away another goblin.

"It's Hopper. Do you really need to ask?" Sureshot replied, firing away at the swarm.

"Hopper, hit the bell, now!" Booker yelled up to him.

"Okey dokey!" He replied, jumping at the large bell, and slamming right into it.

...

At the city's wall, Rainbow Dash dove at goblin after goblin- kicking them out of the way, and clearing the path for the stream of refugees.

"Hurry up, you guys!" She yelled back at the other Pegasus. "Try and keep up!"

The winged horses followed her over the wall, while Rarity led the unicorns and earth ponies out thought the giant hole.

"That's about everpony!" Rarity yelled up to Rainbow Dash. "All of the Pegasus accounted for?"

"All but the few we know are still in the city!" The blue Pegasus called out. "And look up there!"

The two of them saw a low flying Fluttershy, half dragging a struggling Pinkie Pie through the wall. Behind her, they saw a large troll thundering towards her.

"Rarity, we have to help them!" Rainbow Dash yelled. She dove at the monster, flying in circles around his head. "Hey, fatso! Bet ya can't catch me!"

The troll swatted and swung at the Pegasus, while Rarity surprised it with a blast to the face. The troll tumbled off it's feet, while Fluttershy flew out past him.

"Good Job, you two!" Twilight Sparkle told them, galloping out past the fallen foe. "That only leaves AJ and the guys!"

BONG!

The sound of the ringing bell echoed through the city, stunning both the ponies and Grogar's forces. It caused most of them to stop in their tracks.

"What's that?" Twilight asked. "What's going-"

BONG!

Stretching out from the laboratory, a huge energy shield enveloped the entire city. As the sides of the giant energy sphere covered the town, Applejack ran straight towards the gap in the wall the others had escaped through. The energy wall came straight down on her, causing her whole body to spasm in shock.

"AAAAAAAAAAAAH!"

"Applejack!" Rarity shrieked.

"What's happening to her?" Fluttershy screamed.

"The chrono-field's tearing her between dimensions!" Twilight replied in a panic. "She's being ripped apart!"

BONG!

Behind the shield, Bronco came to a screeching halt stopping right in front of the barrier. "Darn ya, ya ornery mare! I'll still hunt ya down!"

"NOOOOOO!" Grogar screamed,watching the whole thing from the to of the tower, "This isn't over, ponies! I shall find a way back to this dimension! I shall slay your princess! I will burn Canterlot to the ground! I-"

BONG!

"Goodbye girls..." the five stallions said silently, looking out the window at the barrier.

FSHOOM!

The city of Tambelon vanished in a flash of light, leaving a large crater behind. Applejack fell to the ground, her body still sparking with the trans-dimensional energy.

"AJ! You ok?" The other five ran up to her scorched form, Twilight scanned her friend with her horn.

"She's going to be all right." Twilight Sparkle said reassuringly. "The energy may have affected her physiology."

As they stood over the unconscious AJ, Pinkie Pie suddenly remembered something they had momentarily forgotten about.

"Twilight, the city..." She said, looking at the crater in horror.

"The boys!" Rarity cried, panic rising in her throat.

"AVIAN!" Fluttershy cried out, dashing to the edge of the crater. "AVIAN NO!"

"Dammit Sureshot!" Rainbow Dash snorted, trying to hold back tears."You can't do this to me!"

"Booker, please don't..." Tears welled up in the book-loving unicorn's eyes. "It can't end like this... this story's supposed to have a happy ending..."

The screams and cries of five brokenhearted mares... were drowned out by the unfeeling, uncaring northern wind howling through the now-empty crater.


	26. Chapter 26

_Chapter 26_

_Then..._

At the edge of the crater, Chancellor Sky Runner looked out first over the gaping hole in front of him, then at the ragged and scarred survivors of Grogar's assault.  
>"Everything we had worked and fought for... all of our hopes and dreams... all gone in an instant." He muttered ruefully to himself.<p>

It was then, that a unicorn soldier trotted up, and bowed to him. "Sir, most of the survivors are in stable condition, and will be physically fine. I do recommend we send to Canterlot for psychologist ponies and grief councilors."

"Make it so." Sky Runner replied grimly. "Any sign of the laboratory created ponies?"

"Most of the jewel-eyed ponies have been located among the survivors. But there are no traces of the Flutter Ponies or Sea Ponies." The unicorn shook his mane. "Also, Midnight has requested to speak with you, sir."

The white unicorn nodded, and trotted over to the guarded tent where the bound Midnight was being held. As Sky Runner trotted inside, he saw the pitiable sight of the unicorn he once called friend. Midnight was bound and laying on the ground, a magic-blocking ring on his horn.

"I excepted you to come, sooner or later." The black unicorn muttered. "So did you come to gloat at your victory?"

"I came to see if you were all right." Sky Runner replied. "That was quite a blast you took back there."

"It was no more than I deserved." Midnight replied guiltily. "For the betrayal of my kingdom and my race."

"So I see the poisonous fog of the rainbow of darkness, has been lifted from your mind." Sky Runner snorted. "Do not blame yourself for what happened, old friend. Your mind was not your own."

"But I allowed my own creation to poison my mind once." The black unicorn whinnied sadly. "What's to stop it from happening again?"

"The Midnight I knew at university would never repeat the same mistake twice." Sky Runner replied with a smile. "I have absolute faith you are still that same pony."

Midnight closed his eyes. "So what will happen to me now?" He asked grimly.

"Well, after you've helped with the cleanup, and have had some mental counseling, I believe we can get you home to that wife of yours. Might be a few years confinement for you first, though."

Midnight's eyes went wide. "Than I am to go unpunished?" He whinnied in shock.

"As I see it, you were only partly responsible for your actions." The white unicorn smiled at his friend. "I believe Celsetia will be more than willing to lay the blame for this whole catastrophe at the hooves of Bronco and Grogar, given the circumstances."

"And what of the rainbow of darkness?" Midnight asked in a worried tone.

"You shall keep it, old friend. From now on, it shall be your burden to bear." Midnight narrowed his eyes. "As the one pony who has been possessed by it and come back, you are the pony most qualified to bear it's horrible weight upon your hooves."

"Thank You, Sky Runner." Midnight replied humbly. "I shall do my best not to disappoint you hopes."

Midnight nodded, then trotted out of the tent.

As he walked among the other tents, he noticed many of the Tambleon ponies trotting up to him in a group. The one in front of the dozen or so equines motioned with his hoof for Sky Runner to stop.

"Chancellor, may we ask you something?" The sokespony of the group, whom Sky Runner recognized as a unicorn researcher from the labs, enquired.  
>"Yes, my good mare, what is it?" The stallion responded.<p>

"We are all well aware that we have seen and heard far too much to return to Equestrian society as is." She whinnied nervously. "So I must ask you... what is to become of us?"

Sky Runner closed his eyes, and took a breath before speaking. "Princess Luna has arraigned for the creation of a sanctuary kingdom for all the survivors in the everfree forest. You are all to be sent there, along with your families, where you will be free to resume your lives as you see fit."

"But we're not allowed to ever return to Equestria again, are we?" She asked skeptically.

Sky Runner hesitated for a moment, then shook his head. "As far as the rest of Equestria is concerned, Tambelon was destroyed in an explosion, taking all ponies in the city with it. The public must never learn of Princess Luna's experiments. And to that end, Dream Valley is to be an isolated kingdom along the southern border of Equestria- nopony outside top government officials will even know it exists."

"So the inhabitants Ponyville will never know that there is a thriving kingdom right next to them, inside the everfree forest." The mare gave a rueful laugh. "But what of the mutant ponies? How will you cover their existence?"

"There have always been legends of Sea Ponies and flutter ponies, so any pony that encounters any of them will assume their species has always existed." Sky Runner snorted. "And I doubt any of the mutates will bother to correct that notion."

The mare hesitated for a moment, then bowed to Sky Runner. "Thank you your excellencey, for answering my questions."

"A pleasure, my dear." He replied, returning the bow.

As the group of Ponies trotted off, Sky Runner noticed five ponies he recognized as the harmony bearers sitting over in a tent by themselves, staring silently into space. As he approached them, the white unicorn noticed their eyes looked glazed over. The sixth one, the orange earth pony who represented honesty, was lying unconscious on a cot nearby.

"Excuse me, Miss Twilight Sparkle?" Sky Runner asked, trotting up to them. "Are you all right?"

"Pointless... it's all so, pointless..." She muttered. "...Hey Booker, wanna read a book with me?" She said allowed, as if speaking to a pony that wasn't there. "Aw, you got me a new spelbook? Aw, you're the best, Booker!"

"Miss...Sparkle?" Sky Runner asked nervously, but the mare didn't even seem to notice he was there.

On the cot next to hers, a Yellow Pegasus giggled to herself. "Awww, Avian, that's such a sweet little birdie you brought me!" She nuzzled empty space, as if a pony were sitting next to her. "Don't you worry, we'll nurse him back to health together!"

"Wheee, Hopper! Let's throw a party for baby Pound Cake!" The Pink one yelled.

"Oh, Slick, darling... it's such a lovely engagement ring!" The white unicorn said, batting her eyelashes.

"L-ladies?" The bewildered unicorn asked.

"You're wasting your time, mister." The blue Pegasus with a rainbow mane and tail told him, looking through bloodshot, tear-stained eyes. "Their minds are gone... and mine's not in much better shape, either."

"You're Rainbow Dash, aren't you?" Sky Runner asked her. "What's wrong with your friends here?"

"We all lost some stallions we cared about a lot today." Dash replied, trying to stop herself from crying again. "We met the loves of our lives when we came here to Tambelon... and now we've lost them, just as quickly."

_"Lifemate Separation Anxiety disorder."_ He thought to himself worriedly. _" They've been separated from their life mates, and they don't know if they'll ever see them again. Couple that with all the trauma and violence they've suffered, and you've got four ponies with shattered minds."_

_Sky Runner thought for a moment... they would be miserable for the rest of their lives with this pain in their hearts. And despite Twilight being Celestia top pupil, it was questionable if they'd be allowed to return to Equestrian society anyway. Weighing his options carefully, The Nocturnal Chancellor finally made up his mind._

"Booker... Where are you..." Twilight moaned, tears streaming down her face. "Please come back... I don't wanna be alone..."

"Don't worry, any of you..." Sky Runner said aloud, as his horn began to glow. "It was my mistakes with Tambelon and the experiments that caused this... so it's up to me to set things right."

There was a flash of light in the tent, as Sky Runner cast his spell.

...

The Dark dimension... an eerie realm of shadows and shades, a place of mist and smoke. This pocket of in-between space was a black void, in which there seemed to be no up and down, no forward or backward... unless one was on a solid bdy of mass. It was a timeless place, in which one could lose oneself in the silence of the void. It was here, that the city of Tambelon- along with all of it's current inhabitants- found themselves trapped.

Grogar was in the town hall, having made a makeshift throne out of several of the tables. He was 'holding court', as the new ruler of Tambelon, while his goblin servants patrolled the streets, killing any pony stragglers they found.

"We found this one cowering beneath one o' the desks in th' lab, sir!" One of the goblin's snapped, dragging a sniveling donkey in, and throwing him in front of Grogar.

"No! Please no hurt Bray!" The sniveling donkey whimpered. "Bray serve big goat now!"

"So, Midnight left his donkey underling behind." Grogar mused. "Hm, perhaps you can be of use to me..."

From the shadows, a magically concealed unicorn and his five friends watched the goat tyrant gloat at his triumph.

"Can you believe that donkey!" Slick whispered to the others. "He has no dignity, if I do say so myself!"

"I think dignity goes out the window, Slick, when your neck is on the line." Avian whinnied.

"As sorry as I am for him." Hopper noted. "I'm more worried about what we're gonna do about us."

"I almost hope we run across that, traitor, Bronco!" Sureshot snorted. "I'd love to kick some horse sense into him!"

"Okay, boys... we don't have time for this!" Booker told the others. "We need to..."

_"Booker can you hear me?"_

The unicorn stallion stopped, shocked that he heard a voice in his head. What was even more shocking, as that he recognized the voice.

"Sky Runner?" The bewildered unicorn asked in shock. "What's going on?"

_"Booker, Listen, I don't have much time!"_ Sky runner came across in his mind. _"I'm using your link with Twilight Sparkle to reach out across the dimensions to speak telepathically. If you have something to say to her, say it now!"_

Booker caught on quickly. "_Twilight, listen! I'm all right, and so are the others stallions! I think I know a recall spell that can get us home, but it could be years before the dimensional interface lines up properly again!"_

_"Booker! Oh thank Celestia!"_ Twilight replied telepathicaly. _"The girls and I thought we'd lost you and the rest of the boys!" _

_ "Twilight, we'd never willingly leave any of you!" _The unicorn thought quickly. "_Tell the other girls that their stallions miss them, and we'll get back to all of you as soon as possible!" _ He looked around, and saw a goblin coming. _"We'll stay alive, and hide from Grogar as long as we can. Goodbye, Twilight Sparkle, until we are together again! I will always love you!_"

Twilight Sparkle stared straight ahead, her gaze transfixed on empty space.

"Twilight?" Sky Runner asked her. "Twilight, are you going to be okay?"

"Yes… I think I am." Twilight replied, looking over at him with a smile. "I think I'm going to be fine."


	27. Chapter 27

Chapter 27

_Now..._

The early hours of the dawn, brought a scene of pure tranquility to the Dream Valley camp. Most of the soldiers were still asleep in their tents, dreaming of their mares and children, who were safe back at the castle. A cold wind blew though through Twilight shine's tent flap, casing the still-sleeping unicorn mare to nuzzle up closer to the blue stallion snoozing beside her. There were only a few perimeter guards on duty, and they were totally unprepared for what was about to happen.

It was slow at first, a distant rumbling approaching from far away, that gradually grew louder and it drew nearer. To the stallions sentries standing guard, it was as if a landslide were rushing down the cliffside above them, towards the campsite.

"Do you hear that?" The unicorn sentry asked his Pegasus friend nervously. "Sounds like it's coming down the mountainside."

"Yeah, and I can feel it, too." The Pegasus replied. "It's like a whole army is... heading... towards..."

The roars and snarls of the minotaurs echoed through the camp, as the beasts charged down the mountain towards the unsuspecting ponies below. The two guards barely had time to whinny, before their skulls were crushed by violent blows from a pair of spiked maces. The invaders had the element of surprise, with most of the camp asleep, and nearly a dozen stallions died before they even had a chance to get up and defend themselves.

"We're under attack!" General Fireball whinnied frantically, pulling himself out of bed. "Thundercloud, get your Pegasus in the air! Lighting, get those earth Ponies on the field at once!"

The Pegasus took to the skies, running right into a large swarm of strydons waiting for them above. On the ground below, the earth ponies formed up into their units, and drove the vile minotaurs back through the entrance to the encampment. Armor was quickly donned, human, elf, and gnome riders hastily saddled up their respective equine mounts... and the battle was quickly joined.

With all the commotion outside, Twilight's eyes opened to the horrific sounds of the dead and the dying.

"T-tornado, wake up!" Twilight shrieked. "Tirek's forces are here... we're under attack!"

The two ponies awoke to the sight of a minotaur that had snuck into the tent, and had a mace raised over their sleeping forms. The would be assassin quickly met his end, however, as the two unicorns vaporized the bull-like beast with a simultaneous blast of magic from their horns .

"Tornado, are you all right?" The frightened mare asked her mate, instinctively looking for any wounds on him to lick. "Did that beast hurt you?"

"Huh? Yeah, I'll be fine." The stallion gasped, staring at the charred stain on the ground, that had been the intruder. "Twilight, I'll go give the other stallions what help I can. You need to go join the other mares, and make for Canterlot Castle."

"B-but Tornado, we can't just-" Twilight shrieked. "We can't just leave you face those beasts alone!"

"You must!" Tornado shot back. "With the army down here, the dark lord is defenseless! You girls defeated him once before, and we need you to do it again!"

"Damn you Tornado, you're not a warrior!" Tears streamed down the pink unicorn's face, and her lower lip trembled. "Keep your damn head low, and let Fireball and his armies do the fighting! Ember and I can't lose you... we just can't!"

"Worry not my, love." He trotted forward, and hugged her tenderly. "I am merely a historian... a chronicler of this tale, Not one of it's heroes. Dying... that shall be the last thing I ever do."

Twilight nodded, and galloped out of the tent. Tornado turned to face where his friends were.

"I am coming, my friends." He muttered under his breath. "May we all survive this adventure... or may we all fall together."

...

Twilight joined the other six mares, who were gathered in the center of the encampment. The chaos of the battle reigned all around them.

"Twilight, it's crazy out there!" Bow Tie snorted. "One minute we were all asleep, the next these minotaurs come stampeding into the camp!"

"We all came to the fallback position, just like you said!" Glory whinnied. "While the boys all went to join the fight!"

"The boys are wokin' hard to buy us some time, Twi," Applejack snorted. "So let's not waste it! What's the plan?"

"We need to sneak up the back of the mountain, and get into the castle." Twilight replied. "With his whole army spread out here and over the whole of Ponyland, Tirek is virtually defenseless. We need to get into that castle, and take him out!"

"But that's too dangerous, Twilight!" Medley whinnied sadly. "And we can't just leave our husbands here!"

"That's what my Thunderbolt- what they're fighting out there- risking their lives for, Medley! To give us this chance!" Firefly got up in her face. "If you care one lick about Fireball, pony up and let's get our flanks up that mountain!"

Medley pulled back, then quietly nodded. "All right... I'll do it for Ice Crystal... and for my precious baby back at the castle."

"We'd better get going, Twi." AJ added. "We're gonna need to move fast, if we wanna slip around past the battle!"

"I know a pass, that North Star told me about, at the back of the mountain." Twilight motioned with her head. "Let's move, quickly and quietly."

The six mares trotted silently away from the camp, leaving behind so many of the brave stallions who were risking their lives on the battlefield.

...

As the battle raged at the base of Canterlot mountain, warriors on both sides were felled in the fray. Human knights charged at the minotaurs, spearing them on their lances, and beheading them with their swords. In the skies above, elven archers on Pegasus mounts fired volley after volley at the approaching strydons, piercing wings and skulls, and sending the monsters tumbling to the ground below. And both unicorn and Gnome riders fired volley after volley of magic at both land and air foes, searing Strydons with fire, and freezing minotaurs with ice.

But just as many earth ponies and unicorns fell beneath the heavy mace blows of the bovine-like monsters, perishing along with their riders. And several Pegasus were sent tumbling from the skies by strydon fang and claw, and dashed to pieces on the rocks below. As the battle raged on, Fireball and Sir Alonzo, the mount and rider who led the battling army, looked on in Dismay.

"Alonzo, we need to pull the troops back!" The unicorn general argued. "They have the higher ground here, not to mention the home field advantage!"

"No! We need to stay on them!" The human night argued. "We need to buy some more time for Twilight and her team, so that they can get at the dark lord!"

"I so hate it when you're right!" Fireball stored. "I just hope my wife and the others can get to him, before his hordes wipe us from existence!"

...

Back at Dream Castle, the remaining ponies were dealing with their own problems. Just as they had attacked every other equine settlement in Ponyland, so did the goblin hordes arrive in Dream Valley. Goblin catapults pounded away at the Castle's energy shield, while Ogre mages hurled spell after spell at the structure.

In the shelters beneath the castle, the mares and foals shivered in fear, as the castle walls shook from blow after blow.

"Mama... I'm scared!" Baby Moondancer whimpered, huddling against her mother. "When is Daddy coming back?"

"Hush, little one, it'll be all right." Moondacer replied soothingly, nuzzling her daughter. "You're father will be home soon enough."

It was at that point, that a mare standing behind gave out an ear-splitting shriek... them keeled over and died. Before anyone had a chance to react, another mare cried out the name her her husband, then tumbled over, breathing her last. Mare after mare went down. Some of the Stronger-willed ones survived, but began crying uncontrollably, half-insane looks of despair on their faces.

"What's happening!" A panicked Sweet Stuff shrieked. "Why are they all dying like that? Is it some kind of spell?"

"The Stallions... they're dying!" Sundance replied. "They can feel their mates dying!"

It was at that point, that Sundance felt a terrible pain in her mind, as if her own soul had been ripped in half. The mare's eyes went wide, as realized she had felt her own stallion emotionally cry out over the Lifebond.

"No...please no..." The White earth mare collapsed, as Sweet Stuff rushed to her side to help her. "Ah...aghughhhhhhh!" Sundance wailed uncontrollably, as the walls continued to shake and rumble.

...

As the ponies below tried to hold it together in their grief, so did the few in the castle above try to keep an eye on the situation. In the throne room, Galaxy monitored the commutations coming in from the other Pony settlements.

"The Griffons and Fakies are laying siege to our town, and the cliff guns are barely holding them back!" Princess Silver Swirl's hologram exclaimed. "I fear it is only a matter of time before Bright Valley falls!"

"Hoofkaido is barely holding on!" A Samurai pony's hologram exclaimed. "We've had to withdraw to the inner citadel, and most of our ninja are dead!"

"They won't be able to hold out for much longer." Poesy whimpered, coming up behind Galaxy. "And we're not gonna be able to either, are we?"

"I don't think so, Poesy." The jewel-eyed unicorn replied. "The shield's could go at any minute."

"This isn't fun at all." Surprise wailed. "We can't let it end like this!"

"We won't have to." A voice called out, as a yellow Pegasus materialized from the shadows. "I'm not going to let them harm the herd I've spent my entire life protecting."

"Masquerade?" Surprise asked in surprise. "What're you-"

"Galaxy, I;m going to the powder magazine, in the castle's outer wall." The jewel-eyed pony asked. "Can you bring the shield down, in exactly five minutes?"

"Masquerade, what are you going to do?" Poesy asked, dreading the answer.

"Poesy, please do me a favor." Masquerade asked her. "Please tell Queen Majesty I am turning in my resignation as head of castle intelligence. My daughter, the next Masquerade, has come of age- and should fill my horseshoes adequately."

"Masquerade, don't-" But before Surprise could finish, the yellow Pegasus was gone.

...

The castle shield suddenly came down, and the goblin horde swarmed through the outer gates. They searched around for some trace of a defender slay or booty to plunder... but they found nothing. The main gate into the keep was sealed fast by powerful magic, and the only other door was a small wooden one, along the back wall.

"Over here!" The troggle grunted, pushing the small door open. "Me find other way in!"

Several of the troggles rushed over, and looked inside the doorway. Inside the small room, a yellow Pegasus with jeweled eyes was sitting on a stack of barrels, staring at the goblins with a cold, unfeeling gaze.

"Actually, this is your way out." The Pegasus replied, tossing the torch down onto the stack of barrels. "Goodbye, gentlemen."

BOOM!

The explosion could be seen and heard for miles, lighting up the skies over Dream Valley. Stone blocks and troggle body parts were sent flying, as the four tower turrets collapsed outward in a rush of smoke and flames. Dream Castle, the pink castle that had been the home of the Dream Valley ponies for more than a thousand years, was blasted to pieces by a huge fireball. Where once had stood a warm and welcoming sight to the Ponies who had lived there, was now little more, than a burned-out ash pile.

Masquerade's sacrifice took out every goblin and ogre attacking the castle, and wiped out a fifth Tirek's grand army. But the battle was far from over, and the Dream Valley Herd's sorrows were only beginning...

****


	28. Chapter 28

Chapter 28:

_Now..._

The battle at the base of Canterlot mountain raged on, as both sides tore into each other mercilessly. The Minotaurs battered and smashed the earth ponies and unicorns, as both sides continued to fall in droves. Lightning barely avoided one such blow, ducking down as the bovine warrior swung at him, then horse-kicked the foe in the skull, sending the raging beast crashing to the ground.

"Nice shot, Lightning!" Fireball called out. The unicorn zapped one of the Strydons above, sending it tumbling to the ground. "Everybody keep it up!"

"Look out, Thundercloud!" Ice Crystal cried out in warning, soaring overhead. "There's a Strydon on your tail!"

"I'm on it!" The other Pegasus replied, as the miniature dragon closed in on him. The Strydon let loose with a burst of fire, which Thundercloud dodged by performing an inside out loop. Getting behind the monster, he mentally called down a bolt of lighting from the cloud above, searing the strydon's wing. The creature shrieked, and plunged from the sky in a tailspin.

"Happy landings!" The stallion called after the falling strydon. "Hey Tornado, you better pick up the pace if ya want to catch up with our kill count!"

"Oh dear..." Tornado replied nervously, creating micro-tornadoes that blew the minotaurs off their feet. "I don't seem to ba able to keep up with you."

"Aw, you never were good at combat, old buddy!" Sunburst yelled to his friend, as his rider speared another Minotaur. "Just try to stay out of the way... and keep your eyes open! Somebody has to write about our awesomeness!"

Tornado nodded, holding back as his friends tore into the enemy army. Looking to the castle atop Canterlot mountain, he silently hoped that his wife and the others would be alright.

"Stay Safe, my love." The blue unicorn thought to himself.

...

The six ponies arrived at the top of the mountain, surprised and yet relieved that they had encountered no guards or resistance. The six of them stepped onto the cracked and broken stone streets of Canterlot, as a chilly wind blew through the roofless houses and buildings. All of them would have been filled with reverence and awe at the sight of the ruins surrounding them... if it wern't for the tense situation at hand.

"Well, that was really easy!" Medley commented to the others. "We may just be able to walk right in!"

"Too easy, if ya ask me!" Firefly exclaimed. "This has all the signs of some kind of trap!"

"And that's exactly what it is, my dear little ponies!" A slimy looking Zebra hissed, cracking his hooves. "You were all lured up here, so's that we could get a chance ta greet you personally!" The Zebra trotted out from behind one of the ruined buildings.

"ZEB! You slimy scuzzball!" Bow Tie snorted, her nostrils flaring in anger at the sight of the zebra who had destroyed her hometown. "Girls, you go on ahead to Tirek. This piece of slime is mine!"

"Oh, they're not going anywhere, I'm afraid." Katrina stepped out of the shadows. "I'll entertain the rest of these ponies, Zeb, while you're busy with the blue mare!" The feline sorceress flashed a toothy grin, and her paws crackled with magic.

"That does it! This witch is toast!" Glory stamped her hoof. "Medley and I'll take care of her Twilight, you three go on ahead."

"W-we will?" Medley asked nervously.

"Wait, we should stick together!" Twilight started to protest. But the other two ponies were already rushing forward, leaving the pink unicorn to only sigh and run after them.

As they approached the entrance to Canterlot Castle, the three mares ground to a halt in front of the massive doors.

"Well, this is it!" Twilight took a sharp breath, and motion for the other two to open the door.

As AJ and firefly pushed the gigantic door open, the shadowy form of a pony trotted into the light.

"Hello, Y'all!" A foul, guttural voice greeted them. "Mastah Tirek sent me up here ta greet 'ya!"

Applejack suddenly turned pale, and let out a whinny of terror. The other ponies, while not recognizing the stallion, were still horrified at what they saw.

"B-bronco! But you're dead!" AJ shrieked in terror. "This isn't possible! THIS CAN'T BE REAL!"

The pony before them bore a resemblance to the earth pony Applejack remembered, but only a resemblance. Half of his body was rotted away in places, and the foul stench of the grave emanated from this undead pony. Firefly had to stop herself from throwing up in her mouth, when she thought she saw a worm crawling it's way out of one of his orifices.

"That's right darlin... Ah am dead. But good ole Midhnaight... ya'll know him as Tirek... brought me back as a fakie with a mind 'o mah own!"

"Twilight, you and Firefly go after Tirek." AJ hissed angrily. "I have a score to settle that's even older than either of you."

"But..." Twilight started, but then turned and galloped away in frustration. The two remaining ponies galloped onward through the endless hallways, until they finally came to the throne room.

"This is it." Twilight told her friend, swallowing hard. "You ready for the final battle?"

Firefly nodded. "Let's do this!" The two burst through the throne room door together.

The large chamber was dark, and the two ponies could only make out shapes (a sign the darkness was magically induced). The two ponies trotted carefully into the room.

"Dark Lord Tirek, we've come top put an end to your tyrannical reign!" Twilight called out to the shadows. "I command you to show yourself!"

"Ah, Twilight Shine! I have been expecting you!" A hideous laugh echoed from the throne. "I was hoping you and your friend would make it this far!" With a wave of his hand, Tirek lifted the veil of darkness from the room.

His voice dripped like battery acid, and the hate that burned his his eyes was far more terrifying than a thousand nightmare moons. The sight and sound of the intimidating dark lord almost caused the two mares to cower in fear.

"We're here ta put a stop to ya hornhead!" Firefly snapped. "We kicked yer can in before, and we can do it again!"

"Oh I'm afraid not, my dear." The dark lord snapped his fingers. "For I have a special event to entertain you!"

An image of the battlefield suddenly appeared in front of the two ponies, projected by the dark lord's magic. They saw the battle raging below, but they then noticed, to their utter horror, something cutting a magma trail around the _edge_ of the battlefield.

"The lava demons!" Twilight shrieked. "They're carving out the crust, right down to the magma!"

"Yes, and when they are finished, they can flood the entire battlefield with lava!" Tirek bellowed.

"But, you'll kill your own troops, too!" Firefly whinnied in anger. "You'd really sacrifice them to defeat us?"

Gladly, if it will see the end of you accursed ponies!" The dark lord snarled.

"Twilight, deal with this loser!" Firefly snorted. "I'll go warn the others!"

Before Twilight could utter a word, the pink Pegasus quickly flew out of the chamber.

"That's better." The horned centaur grinned. "I prefer to entertain one guest at a time."

"So it's just down to me, huh?" The mare gathered up all of her courage, and addressed the dark lord in a defiant tone. "Before we fight, I just want to know...why?"

"Ah yes, the question that drove you on from the beginning." The dark lord replied with a grin. "Why did Equestrian civilization collapse? Why did I cause all of this pain and destruction to ponydom?"

Tirek leaned down on his throne, to stare directly at the frightened pink unicorn. "Because I used to be one of you!"

"What?" Twilight whinnied in shock. "You were a pony?"

It was at this point, the dark lord's body turned into a cloud, that twisted and contorted down into the shape of a black unicorn stallion- only slightly bigger than Twilight, and far less threatening than the dark lord. It was so convincing, Twilight had to keep reminding herself it was only an illusion.

"Best at magic in my class." His malevolent voice hissed, changing into the voice of a normal pony. "After my parents died, I became Princess Celestia's 'personal student'. Learned my magic directly from her highness, because she said I was special, that I had a raw talent that she had never seen in a pony before!"

"You were Celestia's personal student?" Twilight yelled in shock. "But they why did you-"

"She found a student with more magical potential! A little purple unicorn filly, who could hatch a dragon's egg!" The dark unicorn trotted in a circle around Twilight, whipping his tail in her face. "After that, I became just another gifted student at the academy. Oh, I made friends... even went to ponyville and found a wife! But I never was able to live up to how 'special' your ancestor was!"

"So, you struck back at Celestia, by striking at ponykind." Twilight replied, realization dawning on her. "You killed Celestia, and destroyed her kingdom out of spite and revenge."

"Oh, I must admit... I couldn't have done it without help." The black unicorn laughed. "Discord was the one who actually killed Celestia, though it was I who freed him. And it was Grogar who slew Princess Luna... though I was the one who gave him his power in the first place!" The stallion turned to face Twilight again. "Even if it wasn't me directly causing the suffering, I was always pushing Equestria onward to chaos- raiding border towns, taking pony slaves- even as the kingdom rotted from within, perishing under it's own steam!"

"And you changed yourself into an immortal centaur, and have been torturing ponykind ever since!" Twilight Shine took a fighting stance. "And now you've got me here, to take your final revenge on Twilight Sparkle's descendant!"

"That is an added bonus, yes." The pony moved back up to his throne, even as his form began to shift back to being a centaur. "But my true plan has been to extend ponykind's suffer out as long as possible, before I deliver the final, killing blow!" The huge horned centaur crossed his arms. "Now, you shall be the first to suffer, as all of the equine race dies!"

...

Queen Majesty's Sky Skimmer Carriage swung in over the battlefield, the two Pegasus pulling it stayed high enough to avoid being attacked. The queen, in her ancestral platinum armor and crown, glinted in the sun so much, that the Pegasus guards feared they would be spotted by the enemies below. But if any of the combatants even saw the yellow carriage with pink wheels soaring overhead, none of them showed they did so.

"My word, it's utter chaos down there!" Majesty whinnied. "Guards, land us outside that magma river, just beyond the battlefield!"

"As you wish, my Queen!" One of the stallions replied, his golden armor shining in the sun.

The chariot pulled in for a landing, out beyond the scene of the fighting. But just as it's spinning wheels came to a stop on the soft earth, two canine-like forms suddenly exploded out of the ground, lunging at the Pegasus.

"It's the diamond dogs!" One of the guards yelled, as the dogs pulled him and his companion to the ground.

Two more of the monsters popped out of the ground, on either side of the carriage, startling Majesty.

"It queen pony! She have rainbow of light!" One of the diamond dogs yelled, pointing at the locket around Majesty's neck. "Get queen pony!"

Majesty let out a panicked whinny, as five of the diamond dog swarmed over her chariot.


	29. Chapter 29

Chapter 29-

_Now..._

"Um, excuse me, Galaxy…" Poesy asked, looking out the large windows in the throne room at the purple void. "I don't mean to annoy you, but… where are we?"

The three ponies in the throne room, had heard the explosion that had followed Masquerade's departure from the room. The entire castle had shaken, followed by a flash of light, then they had found themselves and the entire castle floating in this weird nothingness.

"This is very peculiar, I must admit." Galaxy whinnied. "I've only read about these sort of thing in my magical tomes."

"I've checked the shelters in the basement, the ponies down there are fine, but they're all really scared!" Surprise exclaimed, flying back into the throne room. "And all the hallways and rooms are intact, too! But I can't get any of the doors to the outside open!"

"I think I know what might of happened here." The jeweled-eyed unicorn thought aloud. "As all of you know, the castle's interior lies within a tesseract- a pocket dimension between dimensions. I think when Masquerade set those explosives off, she destroyed the palace's exterior- Dream Castle's anchor on the material plane-and we were all cast adrift as dimensional debris. "

"So… does that mean we're trapped here?" Poesy whimpered. "That we have no way back home?"

"Now, I didn't say that!" Galaxy exclaimed, her jewel eyes clicking as she blinked. "The castle has a few enchanted surprises built into it's walls, we'll be home sooner than you think!"

"But… what about Masquerade?" Surprise asked hopefully. "Is she here with us, too?"

"I'm sorry surprise… I felt her life force fade, even as the explosion brought us here." Galaxy looked down, shaking her head. "I'm afraid, my friends, that our dear head of palace intelligence had gone to the great horsemaster."

Poesy's eyes went wide, then she immediately burst into tears. The three friends mourned the loss of their dear companion, even as their own fates remained uncertain.

...

As the battle raged on the ground below, the four ponies that had come up the mountain with Twilight Shine battled desperately with their opponents, avoiding their blows and attacks, while looking for an opportunity to strike.

"Aw come on , little lady, I know ya can move faster than that!" Zeb goaded Bow Tie, who kept charging at him.

"You'd better keep moving, you bucking Zebra!" The blue earth pony snarled, as the zebra dodged out of the way again. "You can't suffer enough, for what you did to my home town!"

"That was just business, little lady, nothing personal!" The slimy zebra caught her with a kick, sending her flying backward. "Just like helpin' Tirek destroy Ponyland, a feat for which he will handsomely reward me!"

"You killed my family! Destroyed everything I cared about to satisfy your greed!" Bow Tie yelled, charging the zebra again. "And I'm gonna make it _my _business to make you pay for that!"

"Argghhh!" Zeb yelled, as Bow Tie headbutted him back into a stone wall. Pulling himself back to his hooves, he charged at the blue earth mare, and slammed into her hard, send her skittering back across the cracked cobblestones.

"Aieeee!" Bow Tie cried out, as she saw he had knocked her almost to the cliff's edge. Looking down the mountainside, she could see both armies fighting on the ground below.

"It's a long way down, my dear." The vile zebra snorted, as he closed in on his prey. "Do try to scream on the way down, it'll be music to my ears!"

Zeb leaped at her, intending to send her tumbling into the gaping abyss below. Thinking quickly, Bow Tie whipped off one of her longer ribbons, and swung it up around the zebra's neck in a lasso. As he leapt toward her, she pulled him up and over with all of her might.

"Hey, what're you- NO! AHHHHHHHHHH!" The blue mare pulled the Zebra over her head, and sent him hurling out beyond the cliff. Zeb plunged downward, howling as he rushed towards his end on the rocky ground below.

"Mom... dad... I hope you can rest easy now..." Bow Tie sighed wearily, as she collapsed from exhaustion.

One the other side of the Battlefield, Katrina and Glory hurled spell after spell at each other. The white unicorn would leap out of the way of a Fireball, then Katrina would report to avoid a freezing would occasionally swoop in and attack from above, but the cat sorceress would simply swat her away with a telekenetic burst.

"Why'd you do it, Katrina?" Glory asked, leaping over an electrical bolt shot at her. "We gave you a second chance to reform, after that witchweed potion incident. Why throw it away?"

"Because Tirek offered me power! Power you ponies took away from me!" She blocked Glory's energy blast with a magic shield. "He gave me the power to stay young, to never wither and crumble! Power that simply being good can't give to you!"

Katrina then cast a growth spell on herself, and morphed into a giant. "Now to be rid of YOU!" She send a powerful burst of air from her mouth, one that sent glory flying backward, smacking her head against the ground. Tearing of a ruined building, the giant cat woman then picked up a several-ton column over her head, and turned to face the still dizzy glory. "I'll crush you flatter than a pancake!"

"Glory! Oh no!" Medley wailed, diving towards the towering Katrina. The frightened pony weaved in and around the giant's head, distracting the villianess.

"Get away from me, you pesky insect!" Katrina roared, unable to swat at the tiny Pegasus. It was then that Glory shook off her dizziness, and blasted Katrina from below. At the same time, Medley unleashed her sonic shriek, ripping Katrina's eardrums apart, and causing her to lose her concentration.

"AHHHH!" The cat woman creamed, as she shank to normal size, and tumbled to the ground. The giant stone column she had been holding aloft immediately came down on top of Katrina, squashing her flat.

"Glory, are you all right?" Medley asked, as she she came in for a landing next to the shaken unicorn.

"I'll be all right." Glory replied, looking over at the fallen column with a large burgundy stain beneath it. "Too bad the same can't be said for Katrina!"

She made her choice to be rotten, Glory!" The Pegasus told her. "She has nobody but herself to blame for what happened top her!"

"I guess your right, Medley." The white unicorn replied, shaking her mane. "I guess you're right."

Closer to the Canterlot palace, Applejack was desperately trying to dodge Bronco's attacks, leaping and running as the undead horror pursued her.

"What's wrong, darlin?" The Equestrian stallion hissed. "Not as agile an strong as ya used ta be?"

"Still agile enough to avoid you, ya freak!" She snapped back, leaping out of the way as he bit at her tail.

As he closed in on her, Applejack back-kicked the fakie stallion. It broke his neck to the point his head was almost turned all the way around backwards.

"Ow." The half-rotted stallion wheezed, cracking his broken neck back into place. "If ah were still alive, that would hurt!"

"Great, now you're just as ugly on the outside, as you are on the inside!" AJ snapped, diving behind a building to hide.

"Just the way the past is, darlin!" Bronco hissed back, looking around through the ruins for her. "Always ugly when ya dig up something dead an rotten!"

"That why you came back, Bronco? Why you let Tirek turn you into a zombie?" AJ whinnied from her place in hiding. "Just to get revenge on me for what happened in Tambelon all those centuries ago?"

"You an' your friends left me for dead in that goat's city!" THe stallion fakie snorted in anger. "His goblin goons killed me, an left mah body out fer the crows! If Booker an' the others had taken pity an brought mah body back tah Equestria to be buried-"

"You were rotten even before you became a zombie, Bronco!" AJ snapped back. "You brought your condition on yourself."

"Sez you, little miss immortal!" The fakie shot back. "What gives you the raight ta live forever, while other ponies grow old an' die!"

The orange earth pony tried sneaking from one building to the next, but tripped over her own hooves as she trotted silently.

"Ah, there ya are, little missy!" Bronco sneered at her, trotting up as she stood up again. "Time at feast on yer pony entrails, I think!"

Before she could move, the zombie pony pounced on AJ. But as he sunk his fangs into her flesh, both ponies let out a howl of pain.

"What's happenin!" The confused bronco whinnied, as he lit up like a candle. "AGGRAAAAHHHHHH!"

Magical energy exploded outward, and a bright light enveloped the two of them. As the light cleared, only the charred remains of the fakie stallion remained.

"Looks like you bit off more than you could chew, loser!" She spat at him. Standing up, she felt a wave of pain and weariness rush over her body. "Ohhhh...I feel really old right now."

It was then Applejack noticed the blood coming from her bite wound. "That can't be good." And with that, the orange earth pony collapsed to the ground.

...

It was chaos at the spot where the Sky Skimmer carriage had landed. As the diamond dogs swarmed over two Pegasus and the Queen, it seemed Majesty had been crushed in the wave of canine bodies, until a light exploded ouit from the center of the melee.

"ENOUGH!" Queen Majesty roared, a magical explosion from her horn sending the hapless dogs flying back. "You foul brutes dare to attack me? I AM A QUEEN YOU PITIFUL WORMS! AND I SHALL FIGHT FOR MY PONIES!" Enveloped in a terrible rage, Majesty hurled magical blast after magical blast at the feeling canines, sending them scrambling back towards thier holes. Such a show of power did this make, that it drew the attention of Firefly, who was soaring down from overhead.

"My Queen! I am so glad you're here!" The tomboy Pegasus hastily bowed to her ruler. "The Lava demons are about to flood the battlefield with magma! They'll kill our armies, as well as their own!"

"Oh they will, will they?" Majesty replied defiantly. "We'll just see about that!" Opening the heart-shaped locket, Majesty unleashed the rainbow of light. Flying out from the locket, the multicolored band flew straight towards the surprised Firefly, vanishing in a flash of light as it reached her. The tomboy Pegasus flinched.

"Hey, what just happened?" Firefly looked down at herself in surprise. "Hey, I'm all rainbow-colored! What gives?"

"The rainbow of light has infused it's power into your very being!" Queen Majesty replied. "Now, fly out there, and teach those lave demons a lesson!"

Firefly nodded, and shot out across the battlefield, leaving a rainbow trail. She blazed along the path that the lava demons had cut in the soil, sealing it back up as she flew along the top of the crack. Several of the demons rose form the magma to stop her, but Firefly simply burst through them as she went, totally unscathed. Faster and faster she flew, until she unleashed the terrible power of a sonic rainboom, destroying all the remaining lava demons in the crevasse.

Her blazing trail lit up the battlefield in a cacophony of colors, making the whole Canterlot valley glow with a rainbow light. Finally, the crack sealed back up, and Firefly came in for a landing beside the queen's chariot. The rainbow of light leapt from her body, leaving Firefly totally exhausted.

"Whoa." The tomboy Pegasus sighed in awe, as she returned to her normal colors. "What a rush!"

"Well done, good Firefly!" Majesty congratulated her. "Surely, you are the greatest flyer in all of Ponyland!"

...

"Prepare to meet your horsemaster, Twilight Shine!"

In the Throne room, Tirek threw bolt after bolt from his fingertips, and Twilight teleported all over the room to avoid them. Tearing the throne from the ground, Twilight levitated it into the air. The pink unicorn hurled the royal seat of Celestia at the dark lord, shattering it against his body.

"Arrgghhhh!" Tirek snarled at the mare. "Foolish pony! Do you think you have the magical might to best me?" He raised his hand, and a full sized arrow shot from each of his fingertips. Twilight threw a frontal shield up, barely block the projectiles mere inches from her face.

"I have to try!" Twilight yelled back. "For my friends! For my queen! For my Tornado and my precious Ember!"

"Then you are even more of a fool than I thought!" Tirek roared. "After I have dealt with you, they shall be the first to die!"

Twilight hit the horned centaur with a wall of sheer force, causing his large body to stumble backwards. Infuriated, Tirek shattered one of the throne room's stain glass windows, and sent the shards flying at her.

"Aieeeee!" The pink unicorn screamed, as the shards cut and tore painfully at her body, ripping through her flesh like knives. The pink unicorn struggled to stand, and blood poured out over her once-lovely coat.

"Such a pity you have to die this way, Miss Shine." The horned centaur loomed over her. "Your magic, while powerful, apparently just didn't _cut _it!"

"No..." Twilight rasped out, blood dripping from her mouth. "But this will!" She shattered the opposite window, and sent the shards hurling back at the dark lord. Too surprised to throw up a shield, Tirek was cut and shredded by the glass shards- one even tore across the horned centaur's throat! Collapsing in pain, Tirek was now in little better shape than his foe!

"It will not end this way, you insignificant little pony!" He roared. "I will crush you and your friends in a night that never ends!"

Opening the bag containing the rainbow of Darkness, the black band lunged at Twilight Shine. But instead of turning her into a dragon, it simply tore though her body, trying to rip her atom from atom.

"AGGGAAAAAAAAAHHHHHHH!" The pink unicorn wailed in pain, as the dark energies of pain and suffering, ripped through every fiber of her being. "N-no! I won't give into you demon! I'll never give into you!"

"Why struggle?" Tirek coughed and wheezed. "The rainbow of darkness will soon end all of your pain... forever!"

The centaur bellowed with laughter, as the tiny pink unicorn struggled for her life.

...

Far away at the Royal Paradise, six princess ponies readied their magic wands.

"Sisters, Twilight Shine needs our help!" Princess Tiffany commanded. "The time is NOW!"

Their wands began to glow with power, and the six elements of harmony flew out through the ceiling, and soared towards the Canterlot mountain. The rainbow band exploded into the throne room, and drove the shadow away from Twilight Shine.

"No!" The dark Lord exclaimed. "This cannot be!"

"It can, and it is!" Twilight Shine exclaimed, floating up into the air. "The elements of Harmony have come to end your reign, Tirek! And We've come to see that they do!"

Tirek looked on in terror at the unicorn before her, who had become a powerful and terrible thing to behold. She spoke with the voice of six ponies- herself, and five others. The awesome power of the elements of harmony glowed forth from her eyes.

"The harmony bearers! Your spirits are here!" The dark lord wailed in terror.

_Outside, the unconscious form of applejack glowed, as her spirit was pulled out of her body._

_"Whuh?" The earth pony asked in confusion, looking into the light void. "Whar am ah?"_

_Applejack, it's so good to see you again!" A familiar voice spoke out of the darkness, as a purple mare emerged. "It's been so long!"_

_"Twi? Is that Twilight Sparkle?" Applejack asked in shock. "Ah cain't believe it's y'all!"_

_"I'm here to AJ!" A blue Pegasus with a rainbow mane emerged. "So cool ta see you again!"_

_"Oh, my Applejack!" A timid yellow Pegasus trotted out to greet her. "It's so wonderful be here! How on earth have you been?"_

_"Dash! Fluttershy!" AJ cried tears streaming down her face. "How can ya'll be here?"_

_Another face emerged. "We're in the young unicorn's mind, darling, and we rather need your help to take out this awful brute!"_

_"Rarity!" Applejack galloped up, and the white unicorn slipped her cowpony hat onto the earth pony's head. "Ah can't believe your all here!"_

_"We're sure are!" A pink shape bounced into view. "Now why don't we teach this big bully a lesson, just like old times?"_

_"Lets do it, girls!" AJ smiled, and embraced all five of them. "Let's take down the baddie... one last time!"_

...

"Midnight Hooves, you have caused untold suffering on the ponies of Ponyland!" Seven voices spoke in unison out of Twilight Shine's body, as she floated in midair. "It is time for you to feel the power of friendship!"

A column of rainbow colored power exploded from Twilight Shine's eyes, and blew out the windows of the palace. It's awesome might sheared off the cliff side just outside the castle. The ruins of the City of Canterlot tumbled down towards the battlefield below. The rainbow of light, responding to the other artifacts actions, teleported every pony and pony ally fighting below away from the battlefield.

"Where did the ponies go?" One of the minotaurs roared, as his opponent vanished.

"Look out!" Another shrieked. "Death from above!"

The monsters ran and fled in terror, as the entire cliff side tumbled down and crushed them. Strydons tried flying away, but were caught by the stray collapsing rocks, and crushed. Few monsters successfully made it away from the battlefield.

Within the castle, Tirek tried to cocoon himself in the rainbow of Darkness, but the rainbow of light soon joined the battle, shattering the small black band and dissipating it. The two rainbow powers enveloped the dark lord , and he screamed in agony as his body was consumed.

"No! MY REVENGE! MY REVENNNNNNNNGE!"

For a second, it almost looked like there was a black unicorn stallion at the center of the whirling column of rainbow energy, but a final blast from Twilight Shine's horn dissolved it like a cloud. There was a large, multicolored explosion in the throne room... then Tirek, the Dark Lord who had terrorized Ponyland and Equestria for so many years... was no more.

...  
><em>"We did it, girls!" Applejack yelled triumphantly. "Jes like Nightmare moon an' Discord an the changelings, we took down the baddies once ahgain!"<em>

_"Yeah, it was awesome!" Rainbow Dash replied, then her smile turned to a frown. "But it's time for us to go, AJ."_

_"Whuh? Naw!" Applejack cried, her eyes tearing up. "Y'all cain't leave me alone again!"_

_"It's not your time, darling." Dash replied sadly, shaking her mane. "And you have a family and friends who love you in Ponyland!"_

_"Don't worry, AJ. We'll be together again real soon!" Fluttershy smiled at her. "And we'll always love you."_

_"Applejack, my friend, please... stop living in the past, and start living for the present." As she entered the light behind the others, she looked back at Applejack. "Help ponykind to make the Equestria of tomorrow, as grand as the Equestria of yesterday."_

_And with that, they were gone._


	30. Chapter 30

Chapter 30-

_Then..._

"I can't thank you enough for bringing us home, Chancellor Sky Runner."

"Oh, it's no trouble at all, Miss Sparkle. Glad to be of service to Equestria's greatest heroines!"

It had been several weeks since the disaster at Tambelon, and all of the ponies involved were on the mend. The Nocturnal chancellor had offered to personally escort the six mares home, and even now the six mares rode in Luna's chariot of night with him.

"Oh my, it's so good to see Ponyville again!" Fluttershy exclaimed. as they came into view of the small town. "Oh, I need to go and check on my babies!" The yellow Pegasus zipped ahead of them.

""Well, that's Fluttershy for ya!" Applejack said with a laugh. The other four burst into laughter as well.

It was then, that the chariot came to a stop on the outskirts of Ponyville, the little town these six had started out from. Rarity hopped out, and trotted off towards the Carousel boutique.

"Well, this has been lovely, darlings, but I really must get back to my work." She trotted away with a smile. "I have orders that simply must be filled."

"And I got ta get back ta the farm!" Applejack said with a snort. "Bic Mac an Apple Bloom er probably lost without me!"

"And I'd better get back to Clousdale!" Rainbow Dash added, zipping away into the sky. "How'll they keep that place together without me?"

When only silence followed, Twilight and Sky Runner looked around. There was no sign of Pinkie Pie anywhere.

"Huh, probably already ran back to Sugarcube Corners." Twilight said with a nervous laugh. "That's Pinkie Pie for ya!"

"Miss Sparkle, I want you to have these." Sky Runner handed her a box, and two tiny flutter ponies the size of a flower flew out.

"Wow! What are these things?" The purple unicorn asked in surprise. "I've never seen anything like them before!"

"They're called Breezies, they are the last of the creatures we were engineering in the lab." The chancellor replied. "I need you to take good care of them, and keep them away from anypony who would harm them."

"You can count on me!" Twilight Sparkle replied with a smile.

It was then, that Fluttershy came galloping back up. "Oh, Mister Sky Runner? I have a gift for you!" She gently dropped a small bunny she was carrying in her mouth into the chariot. "This is Habit, he's Angel's baby brother. We call him that because he has a habit of stealing shiny things." Fluttershy looked away. "When you said you didn't have a pet and all, it sounded so lonely..."

"Thank you very much, Miss Fluttershy."The unicorn stallion replied with a smile. "Strap yourself in, Habit, it's going to be a bumpy ride back to Canterlot."

"Thank you again, Sky Runner." Twilight Sparkle replied. "For everything!"

"Are you sure you girls are going to be all right?" Sky Runner asked her in a concerned tone. "After all the stallions-"

"Don't worry about it, Sky Runner, we'll be fine." Twilight told him with a laugh. "We've all had boyfriends before that things didn't work out with... it happens!"

The Chancellor could not tell if she were lying, in denial, telling the truth, or a mixture of all three. The only thing he did know was that they were all doing an amazing job of hiding their pain, and acting as if nothing had happened. As if they had never had lifebonded, and the whole thing had been a dream.

"Very well then, take care of yourselves." The two Bat winged Pegasus took off into the sky, taking the chariot of night back towards the capital.

On the ground behind him, a resolute purple unicorn trotted back towards her library. The glint in her eyes might have been tears she was holding back, or perhaps it was only the reflection of the sunlight.

...

"So the Tambelon incident has been 'cleaned up'?" Celestia asked Luna, who had come to her as soon as the sun had set.

"Yes, my sister. The public will ever know there was a Tambleon incident, and the everfree forest has been placed off limits to ponykind, to keep Dream Valley a secret." Luna stamped her hoof. "But I still disagree with these isolationist policies of yours, Celestia! You can't hide all these races existence from our subjects forever!"

"It was your establishment of that city in the northern pass, that drew the goblin's attention in the first place!" Celestia snapped back. "The griffon royalty is furious, they are having a hard time covering up the existence of the goblins, and the Tambelon incident, to their own subjects!"

"Sister, we cannot hide our ponies from all the evils of the world forever- consider the changeling invasion at Candence's wedding two years ago." Luna shook her mane. "Others will come... and all of Equestria will suffer as a result!"

"My dear, dear Luna..." Celestia nuzzled her sister. "One day, you will understand why it's in our best interests- and the best interests of our subjects- that we do what we do. Equestria will last for ten thousand years, so long as we work hard to keep it safe."

As the solar Princess trotted away, Luna could only wonder if her sister was correct.

_Now..._

"Look... she's coming to!"

Twilight Shine's eyes flickered open, and she saw both her five friends- and her husband- standing over her.

"Twilight! Oh thank the horsemaster!" A relieved Tornado started to nuzzle and lick her. "I was afraid I'd lost you!"

"Good ta see ya back, kid!" Firefly told her. "We was afraid we lost ya!"

"Where am I?" The pink unicorn asked, as her head started to clear. "Tirek... the battle..."

"We won the battle, Twilight!" Medley told her. "The princess ponies used the elements of harmony, and it and the rainbow of light destroyed Tirek for good!"

"But we lost a lot of good mares and stallions today." Glory continued. "Nearly three hundred Dream Valley ponies are dead."

Twilight sat up, and looked around. They were all in a bunch of tents, surrounding the ruins of...

"Dream Castle!" Twilight Shrieked. "What happened to our home?"

"Now just calm down, Twilight!" Bow Tie told her, even as Twilight noticed the castle was starting to 'repair' itself, bricks reforming and cracks sealing up like a rapidly healing wound. "Our Friends in the castle are safe in the tesseract, and the castle's auto-repair spells are fixing things right up in a jiffy!"

"The castle's re-forming... lavender." Twilight whinnied in a confused tone, noticing the bricks were changing color as they fused and grew. "Well, that will look better than it used Luna's mages had some crazy designs when they built this place!"

"Hey, Twi." Applejack greeted her. "How's it going?

"We'll leave you two to talk." Glory said, and the five mares and Tornado trotted out of the tent.

"I'll be back in just a few minutes." Tornado told her.

"I know." Twilight replied, smiling back.

After they had gone, Twilight looked back up at her friend. "You were there, weren't you?"

"What?" AJ asked, surprised. "What are you-"

"I felt you and the other harmony bearers, in my mind, when we all took Tirek down together." Twilight stared directly at Applejack.

"Yes, we were all there. I saw my old friends again." The earth pony sighed.

"Do you miss them, AJ?" Twilight asked her. "Do you miss Equestria?"

"I miss em' each and every day, Twilight." The orange earth pony replied in her 'Brooklyn' accent. "But they told me to stop living in the past, and live for the here and now.

"I guess that's a lesson I should learn, too." The pink unicorn nodded."Let the past take care of itself, and worry about the present."

AJ hesitated for a moment, before replying. "One of the unicorns looked me over after a Fakie bit me... I've started to age again, Twi. For the first time in centuries, I'm actually growing old."

"Oh, AJ! I'm so sorry!" Twilight replied sympathetically. The pink unicorn thought for a moment. "The fakie bite must have drained the chronal energy, restoring you to normal."

"Eh, I really don't mind, I never wanted to outlive my own mate and children." AJ whinnied. "Besides, that magic he drained didn't quite agree with Bronco."

It was at that point, that the main gate of the castle re-formed, and ponies came trotting out across the re-formed drawbridge.

"Posey!" Glory yelled in happiness. "Surprise! You're all right!"

It was then that two foals, one red and one orange, ran across the drawbridge, and galloped towards the tent the two mares were in.

"Mommy! Mommy!" Baby Applejack yelled, talking her mother to the ground, and licking her.

"Twilight!" Ember rushed up, and embraced a tearful Twilight Shine. "I'm so glad you're safe, Twilight!"

"This is what we live for, Applejack!" Twilight told her friend. "For our future!"

...

"I am so sorry to hear about your mother, Baby Masquerade." Queen Majesty told the yellow Pegasus in front of her. "She was a loyal and faithful servant."

"Thank you, your highness. But as I am an adult... I am Masquerade now." She bowed before Queen Majesty's throne, now that full accessibility to the castle had been restored. "And like my mother before me, I am at your full and loyal service."

"I trust you have your mother's full range of abilities?" The Queen asked her. "Such will be needed as my head of palace intelligence."

The yellow Pegasus first morphed into Twilight Shine, then shifted into Firefly, then camouflaged herself to blend in with the wall. "Such is the power, of a changeling like myself, my queen."

"Your family of defectors from Queen Chrysalis, has severed the crown of Dream Valley well for over a millennium." Majesty agreed. "Can you assume your true changeling form?"

"With all due respect, my queen, as far as I'm concerned, this _is_my true form." She morphed back into the yellow Pegasus with jewel eyes. "I my family and I are Dream Valley ponies, and the herd are our brothers and rest of Changeling-kind means nothing to us."

"That pleases me, though the Changeling kingdom's treaty with Dream Valley keeps them well outside of our borders." Majesty's eyes blazed. "Considering what happened the last time they tried to invade us a millennium ago, Queen Larvae, their current ruler, would do well to continue to fear the ponies of Dream Valley."

"Shall I go and look over my mother's intelligence files, my queen?" Masquerade asked.

"Yes, go ahead." Majesty waved her hoof dismissively. "Now, I have other matters to attend to."

...

High on the cliffs above Equestria valley, a old gnome dressed in green leaned on his cane, and stared at the mighty face of Canterlot mountain off in the distance. The place where the evil Tirek had met his final defeat.

"I hope you have finally at peace, old friend." The Moochick stroked his beard. "I am so sorry, that I failed you so long ago."

Tired of standing, the old gnome sat, and rubbed the weariness from his eyes. Tired... he felt very tired so much these days. But he couldn't let that tiredness get to him. The Moochick had so much he had to do, and so very little time to do it in. Oh, how he wished he was young again...dancing and playing under a night sky, the flowing cobalt blue hair of his beloved by his side, shining like the glittering sea of stars above..

It was at this point that the Moochick broke himself out of his reverie, and sighed. "Come along, Habit!" The old gnome called to his pet, as he started his way down the cliffs. The Moochick looked back up at the moon one final time, and smiled.

"Even if your spirit has moved on." He whispered to himself. "It pleases me to think that you're still up there, watching us all."

-END-

_If you enjoyed this, please read the spin-off story, Equestria Exiles_:_ Dawn of Dream Valley_


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